ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 814-00736
PENNANTPARK INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND
20-8250744
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1691 Michigan Avenue
Miami Beach, Florida.
33319
(Address of principal executive offices)
(Zip Code)
(786) 297-9500
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share
PNNT
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No .
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section (b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of these error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No .
The aggregate market value of common stock held by non-affiliates of the Registrant on March 31, 2025 based on the closing price on that date of $7.03 on The New York Stock Exchange was approximately $443.6million. For the purposes of calculating the aggregate market value of common stock held by non-affiliates, all directors and executive officers of the Registrant have been treated as affiliates. There were 65,296,094 shares of the Registrant’s common stock outstanding as of January 22, 2026 Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2026 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report.
EXPLANATORY NOTE
PennantPark Investment Corporation, a Maryland corporation, or together with its subsidiaries, where applicable, or the Company, which may also be referred to as “we,” “us” or “our,” is filing this Amendment No. 1, or this Amendment, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, or the Form 10-K, which was initially filed with the Securities and Exchange Commission, or the SEC, on November 24, 2025.
We are filing this Amendment to clarify that the financial information disclosed in Note 13 for JF Intermediate, LLC and AKW Holdings Limited was audited as part of RSM US LLP’s audit of the consolidated statements of assets and liabilities of the Company and its subsidiaries, including the consolidated schedules of investments, as of September 30, 2025 and 2024, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended September 30, 2025, and the related notes to the consolidated financial statements.
This Amendment also includes the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.
Except as described above, no other changes have been made to the Form 10-K.
This Amendment does not reflect subsequent events that may have occurred after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K, except as required to reflect the revisions discussed above. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and with our subsequent filings with the SEC.
Item 8. Consolidated Financial Statements and Supplementary Data
Page
Management’s Report on Internal Control over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting
The management of PennantPark Investment Corporation (except where the context suggests otherwise, the terms “we,” “us,” “our” and “PennantPark Investment” refer to PennantPark Investment Corporation and its Subsidiaries) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f), and for performing an assessment of the effectiveness of internal control over financial reporting as of September 30, 2025. Our internal control system is a process designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.
PennantPark Investment’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions recorded necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Our policies and procedures also provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and the directors of PennantPark Investment, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of PennantPark Investment’s internal control over financial reporting as of September 30, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 Internal Control—Integrated Framework. Based on such assessment management has determined that, as of September 30, 2025, we do not maintain effective internal control over financial reporting due to the material weakness described below.
A material weakness was identified in the operations of control related to the Company's quarterly review of equity investment valuations with respect to the allocation of value of the portfolio company to the Company’s holdings. Although this material weakness did not result in any material misstatement of our consolidated financial statements for the periods presented, there is a possibility they could lead to a material misstatement of account balances or disclosures. Accordingly, management has concluded that this control deficiency constitutes a material weakness.
Management believes that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of its operations, changes in net assets and cash flows for the periods presented. We believe that the audited consolidated financial statements included in this Annual Report on Form 10-K are accurate. We have begun the process of, and we are focused on, further enhancing effective internal control measures to improve our internal control over financial reporting and remediate this material weakness. Our internal control remediation efforts include the following:
•
Enhance existing review controls of equity investments related to the allocation of the portfolio company’s enterprise value to the Company’s holdings to ensure allocations are consistent with the relevant and respective source document; and
•
Enhancing policies and procedures to demonstrate commitment to improving our overall control environment.
We believe our planned actions to enhance our processes and controls will address the material weakness, but these actions are subject to ongoing management evaluation, and we will need a period of execution to demonstrate remediation. We are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.
PennantPark Investment's independent registered public accounting firm has issued an audit report on the effectiveness of our internal control over financial
reporting as of September 30, 2025. This report appears on page 5.
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
PennantPark Investment Corporation and Subsidiaries
Opinion on the Internal Control Over Financial Reporting
We have audited PennantPark Investment Corporation and Subsidiaries (the Company) internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities, including the consolidated schedules of investments, as of September 30, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended September 30, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements) of the Company and our report dated November 24, 2025, expressed an unqualified opinion.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. A material weakness was identified in the operation of controls related to the Company’s quarterly review of equity investment valuations with respect to the allocation of value of the portfolio company to the Company’s holdings. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 financial statements, and this report does not affect our report dated November 24, 2025 on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ RSM US LLP
New York, New York
November 24, 2025
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
PennantPark Investment Corporation and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of PennantPark Investment Corporation and Subsidiaries (the Company), including the consolidated schedules of investments, as of September 30, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended September 30, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Our report dated November 24, 2025, expressed an opinion that the Company had not maintained effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2025 and 2024, by correspondence with the custodian, underlying fund advisors, and by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below is a matters arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Level 3 Fair Value Measurements
The fair value of the Company’s investments valued using Level 3 fair value measurements was approximately $1,088.0 million as of September 30, 2025. The fair value of the Company’s financial instruments classified as liabilities valued using Level 3 fair value measurements was approximately $425.5 million as of September 30, 2025. As discussed in Notes 2 and 5 to the consolidated financial statements, the Company’s investment portfolio generally consists of illiquid securities, including debt and equity investments, which were acquired directly from the issuer. Such investments include first lien secured debt, second lien secured debt, subordinated debt and equity investments. Additionally, the Company has elected to apply the fair value option to certain financial instruments classified as liabilities. The inputs into the determination of fair value require significant management judgment or estimation.
We identified Level 3 fair value measurements as a critical audit matter due to the subjective nature of the judgments necessary for management to select valuation techniques and the use of significant unobservable inputs to estimate the fair value. Auditing the reasonableness of management’s selection of valuation technique and the related unobservable inputs required a high degree of auditor judgment and increased audit effort, including the use of a valuation specialist.
The primary procedures we performed to address this critical audit matter included the following, among others:
•
With the assistance of our valuation specialists, we evaluated the appropriateness of the selected valuation techniques, and any changes to selected valuation techniques from prior periods, used for Level 3 fair value measurements. For a sample of investments, we evaluated both the reasonableness of the significant unobservable inputs and the reasonableness of any significant changes in significant unobservable inputs from prior periods, when applicable, by comparing the unobservable inputs to external sources, including, but not limited to:
o
Historical operating results of the investee.
o
Available market data for comparable companies.
o
Subsequent events and transactions, where available.
We tested both the source information used to determine the unobservable input and the mathematical accuracy of the calculation used to compute the unobservable input for a sample of investments.
/s/ RSM US LLP
We have served as the Company's auditor since 2013.
New York, New York
November 24, 2025
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except share data)
September 30, 2025
September 30, 2024
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost—$853,416 and $916,168, respectively)
$
857,415
$
910,323
Non-controlled, affiliated investments (amortized cost—$36,561 and $56,734, respectively)
4,891
33,423
Controlled, affiliated investments (amortized cost—$346,911 and $343,970, respectively)
424,967
384,304
Total investments (amortized cost—$1,236,888 and $1,316,872, respectively)
1,287,273
1,328,050
Cash and cash equivalents (cost—$51,739 and $49,833, respectively)
51,783
49,861
Interest receivable
5,261
5,261
Distribution receivable
4,694
5,417
Due from affiliates
168
228
Prepaid expenses and other assets
375
269
Total assets
1,349,554
1,389,086
Liabilities
Truist Credit Facility payable, at fair value (cost—$426,456 and $461,456, respectively)
$
425,477
460,361
2026 Notes payable (par— $150,000, unamortized deferred financing cost of $527 and $1,429, respectively)
149,473
148,571
2026 Notes-2 payable (par— $165,000, unamortized deferred financing cost of $1,067 and $1,920, respectively)
163,933
163,080
Payable for investment purchased
130,007
100,096
Interest payable on debt
6,281
6,406
Distributions payable
—
5,224
Accounts payable and accrued expenses
4,342
4,053
Base management fee payable
4,005
4,297
Incentive fee payable
2,086
3,057
Due to affiliate
—
33
Total liabilities
885,604
895,178
Commitments and contingencies (See Note 12)
Net assets
Common stock, 65,296,094 and 65,296,094 shares issued and outstanding, respectively Par value $0.001 per share and 200,000,000 shares authorized
65
65
Paid-in capital in excess of par value
740,506
743,968
Accumulated deficit
(276,621
)
(250,125
)
Total net assets
$
463,950
$
493,908
Total liabilities and net assets
$
1,349,554
$
1,389,086
Net asset value per share
$
7.11
$
7.56
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
Years Ended September 30,
2025
2024
2023
Investment income:
From non-controlled, non-affiliated investments:
Interest
$
60,351
$
80,527
$
93,420
Payment-in-kind
6,222
5,140
1,236
Dividend income
1,931
2,869
13,945
Other income
1,780
3,508
2,316
From non-controlled, affiliated investments:
Interest
—
—
73
Payment-in-kind
—
347
625
From controlled, affiliated investments:
Interest
30,049
25,738
15,425
Payment-in-kind
1,546
4,084
2,596
Dividend income
20,471
21,605
15,730
Other income
27
—
—
Total investment income
122,377
143,818
145,366
Expenses:
Base management fee
16,179
16,654
16,549
Incentive fee
9,768
12,741
13,901
Interest and expenses on debt
41,315
45,188
39,408
Administrative services expenses
1,850
1,689
1,843
General and administrative expenses
4,300
4,874
3,837
Expenses before provision for taxes and financing costs
73,412
81,146
75,538
Provision for taxes on net investment income
2,590
2,602
4,295
Credit facility amendment and debt issuance costs
324
—
—
Net expenses
76,326
83,748
79,833
Net investment income
46,051
60,070
65,533
Realized and unrealized gain (loss) on investments and debt:
Net realized gain (loss) on investments and debt:
Non-controlled, non-affiliated investments
(30,514
)
1,166
(18,418
)
Non-controlled and controlled, affiliated investments
(21,946
)
(34,999
)
(133,098
)
Debt extinguishment
—
—
(289
)
Provision for taxes on realized gain on investments
26
186
(4,952
)
Net realized gain (loss) on investments and debt
(52,434
)
(33,647
)
(156,757
)
Net change in unrealized appreciation (depreciation) on:
Non-controlled, non-affiliated investments
9,862
(20,895
)
(35,440
)
Non-controlled and controlled, affiliated investments
29,363
48,388
95,034
Provision for taxes on unrealized appreciation (depreciation) on investments
—
(680
)
1,576
Debt appreciation (depreciation)
(116
)
(4,385
)
(3,753
)
Net change in unrealized appreciation (depreciation) on investments and debt
39,109
22,428
57,417
Net realized and unrealized gain (loss) from investments and debt
(13,325
)
(11,219
)
(99,340
)
Net increase (decrease) in net assets resulting from operations
$
32,726
$
48,851
$
(33,807
)
Net increase (decrease) in net assets resulting from operations per common share
$
0.50
$
0.75
$
(0.52
)
Net investment income per common share
$
0.71
$
0.92
$
1.00
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(In thousands, except share and per share data)
Years Ended September 30,
2025
2024
2023
Net increase (decrease) in net assets resulting from operations:
Net investment income
$
46,051
$
60,070
$
65,533
Net realized gain (loss) on investments and debt
(52,460
)
(33,833
)
(151,805
)
Net change in unrealized appreciation (depreciation) on investments
39,225
27,493
59,594
Net change in provision for taxes on realized gain (loss) on investments
26
186
(4,952
)
Net change in provision for taxes on change in unrealized appreciation (depreciation) on investments
—
(680
)
1,576
Net change in unrealized appreciation (depreciation) on debt
(116
)
(4,385
)
(3,753
)
Net increase (decrease) in net assets resulting from operations
32,726
48,851
(33,807
)
Distributions to stockholders:
Distribution of net investment income
(62,684
)
(57,432
)
(49,571
)
Total distributions to stockholders
(62,684
)
(57,432
)
(49,571
)
Capital transactions:
Public offering
—
552
—
Offering costs
—
(250
)
—
Net increase in net assets resulting from capital transactions
—
302
—
Net increase (decrease) in net assets
(29,958
)
(8,279
)
(83,378
)
Net assets:
Beginning of year
493,908
502,187
585,565
End of year
$
463,950
$
493,908
$
502,187
Capital share activity:
Shares of common stock issued from public offering
—
71,594
—
Shares of common stock repurchased
—
—
—
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STEATEMENTS OF CASH FLOWS
(In thousands, except share and per share data)
Years Ended September 30,
2025
2024
2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations
$
32,726
$
48,851
$
(33,807
)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in net unrealized (appreciation) depreciation on investments
(39,225
)
(27,493
)
(59,594
)
Net change in unrealized appreciation (depreciation) on debt
116
4,385
3,753
Net realized (gain) loss on investments
52,460
33,833
151,516
Debt extinguishment realized loss
—
—
289
Net accretion of discount and amortization of premium
(3,400
)
(3,361
)
(6,792
)
Purchases of investments
(1,219,273
)
(1,043,619
)
(375,176
)
Payment-in-kind income
(7,768
)
(9,571
)
(4,458
)
Proceeds from dispositions of investments
1,257,928
824,555
418,627
Amortization of deferred financing costs
1,755
1,755
1,780
(Increase) or Decrease in:
Interest receivable
—
1,559
(3,227
)
Receivables from investments sold
—
—
29,494
Distribution receivable
723
(338
)
(2,659
)
Due from affiliate
60
(228
)
—
Prepaid expenses and other assets
(105
)
3,592
(306
)
Increase or (Decrease) in:
Due to affiliates
(33
)
(4,066
)
1,990
Payable for investments purchased
29,911
147
99,949
Interest payable on debt
(125
)
175
(33
)
Base management fee payable, net
(292
)
382
(934
)
Deferred tax liability
—
—
(896
)
Incentive fee payable
(971
)
(253
)
3,310
Accounts payable and accrued expenses
289
(2,701
)
115
Net cash provided by (used in) operating activities
104,776
(172,396
)
222,941
Cash flows from financing activities:
Proceeds from public offering
—
552
—
Offering costs
—
(250
)
—
Distributions paid to stockholders
(67,908
)
(65,904
)
(45,658
)
Repayments of SBA debentures
—
—
(20,000
)
Borrowings under Truist Credit Facility
207,000
524,036
152,500
Repayments under Truist Credit Facility
(242,000
)
(275,000
)
(326,000
)
Net cash provided by (used in) financing activities
(102,908
)
183,434
(239,158
)
Net increase (decrease) in cash and cash equivalents
1,868
11,038
(16,217
)
Effect of exchange rate changes on cash
54
48
217
Cash and cash equivalents, beginning of year
49,861
38,775
54,775
Cash and cash equivalents, end of year
$
51,783
$
49,861
$
38,775
Supplemental disclosures:
Interest paid
$
39,685
$
43,258
$
37,661
Taxes paid
$
2,850
$
6,308
$
5,707
Non-cash exchanges and conversions
$
24,684
$
36,253
$
18,467
Non-cash purchases and disposition of investments
$
26,250
$
—
$
—
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2025
(In thousands, except share data)
Issuer Name
Acquisition
Maturity
Industry
Current Coupon
Basis Point Spread Above Index (4)
Par / Shares
Cost
Fair Value (3)
Investments in Non-Controlled, Non-Affiliated Portfolio Companies - 184.8% (1), (2)
Leisure, Amusement, Motion Pictures, Entertainment
—
4,833
368
338
Kentucky Racing Holdco, LLC (Warrants) (9)
04/16/2019
Hotels, Motels, Inns and Gaming
—
161,252
-
1,848
Total Common Equity/Partnership Interests/Warrants
120,117
139,097
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2025
(In thousands, except share data)
Issuer Name
Acquisition
Maturity
Industry
Current Coupon
Basis Point Spread Above Index (4)
Par / Shares
Cost
Fair Value (3)
US Government Securities - 26.9% of Net Assets
U.S. Treasury Bill (5)
10/02/2025
10/31/2025
Short-Term U.S. Government Securities
3.98
%
—
125,000
$
124,809
$
124,788
Total US Government Securities
124,809
124,788
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies
853,416
857,415
Investments in Non-Controlled, Affiliated Portfolio Companies - 1.1% of Net Assets (1), (2)
Preferred Equity/Partnership Interests - 1.1% of Net Assets (6)
Cascade Environmental Holdings, LLC
02/19/2025
Environmental Services
—
918
918
1,657
Cascade Environmental Holdings, LLC - Series B
02/19/2025
Environmental Services
—
5,887,236
32,791
3,234
Total Preferred Equity/Partnership Interests
33,709
4,891
Common Equity/Partnership Interests/Warrants - 0.0% of Net Assets (6)
Cascade Environmental Holdings, LLC
02/19/2015
Environmental Services
—
7,444,347
2,852
—
Total Common Equity/Partnership Interests/Warrants
2,852
—
Total Investments in Non-Controlled, Affiliated Portfolio Companies
36,561
4,891
Investments in Controlled, Affiliated Portfolio Companies - 91.6% (1), (2)
First Lien Secured Debt - 14.0% of Net Assets
AKW Holdings Limited (8), (11)
03/07/2018
03/15/2027
Healthcare, Education and Childcare
11.19
%
3M SOFR+700
GBP 40,000
54,714
53,850
Pragmatic Institute, LLC
07/05/2022
03/28/2030
Business Services
PIK 9.50%
3M SOFR+550
15,000
15,000
10,875
Total First Lien Secured Debt
69,714
64,725
Subordinated Debt - 35.2% of Net Assets
Flock Financial, LLC (11)
04/19/2024
10/19/2027
Financial Services
12.50
%
—
23,031
23,031
23,031
PennantPark Senior Loan Fund, LLC (11)
07/31/2020
07/31/2027
Financial Services
12.29
%
3M SOFR+800
140,287
140,287
140,287
Total Subordinated Debt
163,318
163,318
Preferred Equity - 5.7% of Net Assets (6)
Flock Financial Class A (11)
04/19/2024
Financial Services
—
2,047,727
7,313
17,868
Flock Financial Class B (9), (11)
04/19/2024
Financial Services
—
5,409,091
19,318
8,415
Total Preferred Equity
26,631
26,283
Common Equity - 36.8% of Net Assets (6)
AKW Holdings Limited - Class A (8), (11)
03/07/2018
Healthcare, Education and Childcare
—
950
132
33,742
AKW Holdings Limited - Class B (8), (11)
03/07/2018
Healthcare, Education and Childcare
—
13
124
483
AKW Holdings Limited - Class C (8), (11)
03/07/2018
Healthcare, Education and Childcare
—
13
146
571
JF Intermediate, LLC
08/31/2022
Distribution
—
43,918
4,488
68,332
PennantPark Senior Loan Fund, LLC (11)
07/31/2020
Financial Services
—
82,176,579
82,358
67,513
Pragmatic Institute, LLC
03/28/2025
Business Services
—
480
-
-
Total Common Equity
87,248
170,641
Total Investments in Controlled, Affiliated Portfolio Companies
346,911
424,967
Total Investments - 277.5% of Net Assets (12), (14)
1,236,888
1,287,273
Cash and Cash Equivalents - 11.2% of Net Assets
BlackRock Federal FD Institutional 81 (Money Market Fund)
4.11
%
30,711
30,711
Non-Money Market Cash
21,028
21,072
Total Cash and Cash Equivalents
51,739
51,783
Total Investments and Cash Equivalents - 288.6%
$
1,288,627
$
1,339,056
Liabilities in Excess of Other Assets - (188.6)%
(875,106
)
Net Assets - 100%
$
463,950
(1)
The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities.
(2)
The provisions of the 1940 Act classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities (See Note 6).
(3)
Valued based on our accounting policy (See Note 2).
(4)
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable Secured Overnight Financing Rate, or “SOFR”, or Prime rate, or “P, or Sterling Overnight Index Average, or “SONIA.” The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. SOFR loans are typically indexed to a 30-day, 90-day or 180-day SOFR rates (1M S, 3M S, or 6M S, respectively) at the borrower’s option. SONIA loans are typically indexed daily for GBP loans with a quarterly frequency payment. All securities are subject to a SOFR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
(5)
The security was valued by using the pricing service which utilize broker-supplied prices.
(6)
Non-income producing securities.
(7)
Represents the purchase of a security with delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded.
(8)
Non-U.S. company or principal place of business located in The Isle of Man. Total cost, fair value, and percentage of Net Assets for the Isle of Man was $55.1 million, $88.6 million, and 19.1%.
(9)
Investment is held through our Taxable Subsidiary (See Note 1).
(10)
Non-accrual security
(11)
The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. As of September 30, 2025, qualifying assets represent 74% of the Company’s total assets and non-qualifying assets represent 26% of the Company’s total assets.
(12)
All investments are in US Companies unless noted otherwise. Total cost, fair value, and percentage of Net Assets for the U.S. Companies were $1,181.8 million, $1,198.6 million, and 258.4%
(13)
Partial non-accrual PIK security.
(14)
All of our investments are not registered under the 1933 Act and have restrictions on resale.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2024
(In thousands, except share data)
Issuer Name
Maturity
Industry
Current Coupon
Basis Point Spread Above Index (4)
Par / Shares
Cost
Fair Value (3)
Investments in Non-Controlled, Non-Affiliated Portfolio Companies - 184.3% (1), (2)
First Lien Secured Debt - 112.9% of Net Assets
A1 Garage Merger Sub, LLC
12/22/2028
Personal, Food and Miscellaneous Services
10.95%
3M SOFR+610
5,345
$
5,279
$
5,345
A1 Garage Merger Sub, LLC - Unfunded Term Loan (8)
Walker Edison Furniture Company LLC - Junior Revolver (11)
03/01/2029
Home and Office Furnishings
—
—
3,333
3,333
3,333
Total First Lien Secured Debt
13,387
4,160
Preferred Equity/Partnership Interests - 5.9% of Net Assets (6)
Cascade Environmental Holdings, LLC (Preferred)
Environmental Services
—
—
5,887,236
32,791
27,931
Cascade Environmental Holdings, LLC - Series B
Environmental Services
—
—
918
918
1,331
Total Preferred Equity/Partnership Interests
33,709
29,262
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
29
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2024
(In thousands, except share data)
Issuer Name
Maturity
Industry
Current Coupon
Basis Point Spread Above Index (4)
Par / Shares
Cost
Fair Value (3)
Common Equity/Partnership Interests/Warrants - 0.0% of Net Assets (6)
Cascade Environmental Holdings, LLC
Environmental Services
—
—
7,444,347
$
2,852
—
Walker Edison Furniture
Home and Office Furnishings
—
—
72,917
6,786
—
Total Common Equity/Partnership Interests/Warrants
9,638
—
Total Investments in Non-Controlled, Affiliated Portfolio Companies
56,734
33,423
Investments in Controlled, Affiliated Portfolio Companies - 77.8% (1), (2)
First Lien Secured Debt - 21.5% of Net Assets
AKW Holdings Limited (GBP) (9), (12)
03/15/2027
Healthcare, Education and Childcare
12.16%
3M SOFR+700
GBP 42,457
58,075
56,950
(PIK 5.47%)
JF Holdings Corp.
07/31/2026
Distribution
11.30%
3M SOFR+605
49,625
49,114
49,129
Total First Lien Secured Debt
107,189
106,079
Subordinated Debt - 28.0% of Net Assets
Flock Financial, LLC (12)
10/19/2027
Financial Services
14.50%
—
22,208
22,208
22,208
(PIK 14.50%)
PennantPark Senior Loan Fund, LLC (12)
07/31/2027
Financial Services
13.25%
3M SOFR+800
115,886
115,886
115,886
Total Subordinated Debt
138,094
138,094
Preferred Equity - 5.4% of Net Assets (6)
Flock Financial Class A Preferred Equity (12)
Financial Services
—
—
2,047,727
7,313
7,313
Flock Financial Class B Preferred Equity (12)
Financial Services
—
—
5,409,091
19,318
19,318
Total Preferred Equity
26,631
26,631
Common Equity - 23.0% of Net Assets (6)
AKW Holdings Limited - Common Equity (9), (12)
Healthcare, Education and Childcare
—
—
950
132
3,848
JF Intermediate, LLC
Distribution
—
—
43,918
4,488
41,729
PennantPark Senior Loan Fund, LLC (12)
Financial Services
—
—
67,373,319
67,436
67,923
Total Common Equity
72,056
113,500
Total Investments in Controlled, Affiliated Portfolio Companies
343,970
384,304
Total Investments - 268.9% of Net Assets (13), (14)
1,316,872
1,328,050
Cash and Cash Equivalents - 10.1% of Net Assets
BlackRock Federal FD Institutional 81 (Money Market Fund)
5.03%
38,769
38,769
Non-Money Market Cash
11,064
11,092
Total Cash and Cash Equivalents
49,833
49,861
Total Investments and Cash Equivalents - 279.0%
$
1,366,705
$
1,377,911
Liabilities in Excess of Other Assets - (179.0)%
(884,003
)
Net Assets - 100%
$
493,908
(1)
The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities.
(2)
The provisions of the 1940 Act classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities (See Note 6).
(3)
Valued based on our accounting policy (See Note 2).
(4)
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable Secured Overnight Financing Rate, or “SOFR”, or Prime rate, or “P, or Sterling Overnight Index Average, or “SONIA.” The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. SOFR loans are typically indexed to a 30-day, 90-day or 180-daySOFR rates (1-month S, 3-month S, or 6-month S, respectively) at the borrower’s option. SONIA loans are typically indexed daily for GBP loans with a quarterly frequency payment. All securities are subject to a SOFR or Prime rate floor where a spread is provided, unless noted. The spread provided includes payment-in-kind ("PIK") interest and other fee rates, if any.
(5)
The security was valued by using the pricing service which utilize broker-supplied prices.
(6)
Non-income producing securities.
(7)
Partial non-accrual PIK securities.
(8)
Represents the purchase of a security with delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded.
(9)
Non-U.S. company or principal place of business is located in The Isle of Man. Total cost, fair value, and percentage of Net Assets for the Isle of Man was $58.2 million, $60.8 million, and 12.3%.
(10)
Investment is held through our Taxable Subsidiary (See Note 1).
(11)
Non-accrual security.
(12)
The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. As of September 30, 2024, qualifying assets represent 78% of the Company’s total assets and non-qualifying assets represent 22% of the Company’s total assets.
(13)
All investments are in US Companies unless noted otherwise. Total cost, fair value, and percentage of Net Assets for the U.S. Companies were $1,258.7 million, $1,281.7 million, and 259.5%
(14)
All of our investments are not registered under the 1933 Act and have restrictions on resale.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
30
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
1. ORGANIZATION
PennantPark Investment Corporation was organized as a Maryland corporation in January 2007. We are a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act. Our investment objective is to generate both current income and capital appreciation while seeking to preserve capital through debt and equity investments. We invest primarily in U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments. On April 24, 2007, we closed our initial public offering. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022. Our common stock trades on the New York Stock Exchange under the symbol “PNNT.”
We execute our investment strategy directly and through our wholly owned subsidiaries, our unconsolidated joint venture and unconsolidated limited partnership. The term “subsidiary” means entities that primarily engage in investment activities in securities or other assets and are wholly owned by us. The Company does not intend to create or acquire primary control of any entity which primarily engages in investment activities of securities or other assets other than entities wholly owned by the Company. We comply with the provisions of Section 18 of the 1940 Act governing capital structure and leverage on an aggregate basis with our subsidiaries. Our subsidiaries comply with the provisions of Section 17 of the 1940 Act related to affiliated transactions and custody. To the extent that the Company forms a subsidiary advised by an investment adviser other than the Investment Adviser, the investment adviser to such subsidiaries will comply with the provisions of the1940 Act relating to investment advisory contracts, including but not limited to, Section 15, as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act.
We have entered into an investment management agreement, (the "Investment Management Agreement"), with PennantPark Investment Advisors, LLC (the "Investment Adviser"), an external adviser that manages our day-to-day operations. We have also entered into an administration agreement, (the "Administration Agreement"), with PennantPark Investment Administrator LLC (the "Administrator"), which provides the administrative services necessary for us to operate. PennantPark Investment, through the Administrator, also provided similar services to SBIC II under a separate administration agreement.
On July 31, 2020, we and certain entities and managed accounts of the private credit investment manager of Pantheon Ventures (UK) LLP (“Pantheon”) entered into a limited liability company agreement to co-manage PSLF, a newly-formed unconsolidated joint venture. In connection with this transaction, we contributed in-kind our formerly wholly-owned subsidiary, Funding I. As a result of this transaction, Funding I became a wholly-owned subsidiary of PSLF and has been deconsolidated from our financial statements. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. See Note 4.
In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is
paid semi-annually on May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The effective interest rate is 4.62%. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The effective interest rate is 4.12%. The 2026 Notes-2 mature on November 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.
On November 22, 2021, we formed PNNT Investment Holdings II, LLC, a Delaware limited liability company (“Holdings II”), as a wholly owned subsidiary. On December 31, 2022, we contributed 100% of our interests in PNNT Investment Holdings, LLC (“Holdings”) to Holdings II . Effective as of January 1, 2024, Holdings II made an election to be treated as a corporation for U.S. federal income tax purposes. On January 3, 2024, we purchased an equity interest in Holdings from Holdings II and Holdings became a partnership for U.S. federal income tax purposes. The Company and Holdings II entered into a limited liability company agreement with respect to Holdings that provides for certain payments and the sharing of income, gain, loss and deductions attributable to Holdings’ investments.
In January 2022, we funded PennantPark-TSO Senior Loan Fund II LP, ("PTSF II"), an unconsolidated limited partnership, organized as a Delaware limited liability partnership. We sold $82.3 million in investments to a wholly-owned subsidiary of PTSF II in exchange for cash in the amount of $75.7 million and an $6.6 million equity interest in PTSF II representing 23.1% of the total outstanding Class A Units of PTSF II. We recognized $0.2 million of realized gain upon the formation of PTSF II. As of September 30, 2025, our capital commitment of $15.0 million is 100% funded and we hold 23.1% of the total outstanding Class A Units of PTSF II and a 4.99% voting interest in the general partner which manages PTSF II.
We are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and the Investment Adviser intends to continue to affirm the exclusion on an annual basis, and therefore, is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles, or GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Changes in the economic and regulatory environment, financial markets, the credit worthiness of our portfolio companies and any other parameters used in determining these estimates and assumptions could cause actual results to differ from such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions in consolidation. References to the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Codification, as amended, or ASC, serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued.
31
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Our Consolidated Financial Statements are prepared in accordance with GAAP, consistent with ASC Topic 946, Financial Services – Investment Companies, and pursuant to the requirements for reporting on Form 10-K/Q and Articles 6, 10 and 12 of Regulation S-X, as appropriate. In accordance with Article 6-09 of Regulation S-X, we have provided a Consolidated Statement of Changes in Net Assets in lieu of a Consolidated Statement of Changes in Stockholders’ Equity.
(a)
Investment Valuations
We expect that there may not be readily available market values for many of the investments, which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that our board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material. See Note 5.
Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
(1)
Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment;
(2)
Preliminary valuation conclusions are then documented and discussed with the management of the Investment Adviser;
(3)
Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review management's preliminary valuations in light of their own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker;
(4)
The audit committee of our board of directors reviews the valuations of the Investment Adviser and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and
(5)
Our board of directors discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the respective independent valuation firms and the audit committee.
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If our board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
(b)
Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses
Security transactions are recorded on a trade-date basis. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net change in unrealized appreciation or depreciation reflects, as applicable, the change in the fair values of our portfolio investments and the Truist Credit Facility during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, or OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties earned on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or if there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. As of September 30, 2025,we had four portfolio companies on non-accrual, representing 1.3% and 0.1% of our overall portfolio on a cost and fair value basis, respectively. As of September 30, 2024, we had two portfolio companies on non-accrual representing 4.1% and 2.3% percent of our overall portfolio on a cost and fair value basis, respectively.
(c)
Income Taxes
We have complied with the requirements of Subchapter M of the Code and have qualified to be treated as a RIC for federal income tax purposes. In this regard, we account for income taxes using the asset and liability method prescribed by ASC Topic 740, Income Taxes, or ASC 740. Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon our qualification and election to be treated as a RIC for U.S. federal income tax purposes, we typically do not incur any material federal income taxes. However, we may choose to retain a portion of our calendar year income, which may result in the imposition of an excise tax. Additionally, certain of the Company’s consolidated subsidiaries are subject to federal, state and local income taxes. For the years ended September 30, 2025, 2024, and 2023, we recorded a provision for taxes on net investment income of $2.6 million, $2.6 million and $4.3 million, respectively, which pertains to U.S. federal excise tax.
32
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
We recognize the effect of a tax position in our Consolidated Financial Statements in accordance with ASC 740 when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold would be recorded as a tax expense or benefit. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. There were no tax accruals relating to uncertain tax positions and no amounts accrued for any related interest or penalties with respect to the periods presented herein. The Company’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, the Company’s major tax jurisdiction is federal.
On November 22, 2021, we formed PNNT Investment Holdings II, LLC, a Delaware limited liability company (“Holdings II”), as a wholly owned subsidiary. On December 31, 2022, we contributed 100% of our interests in PNNT Investment Holdings, LLC (“Holdings”) to Holdings II . Effective as of January 1, 2024, Holdings II made an election to be treated as a corporation for U.S. federal income tax purposes. On January 3, 2024, we purchased an equity interest in Holdings from Holdings II and Holdings became a partnership for U.S. federal income tax purposes. The Company and Holdings II entered into a limited liability company agreement with respect to Holdings that provides for certain payments and the sharing of income, gain, loss and deductions attributable to Holdings’ investments.
For the years ended September 30, 2025, 2024 and 2023 the Company recognized a provision for taxes of less than $0.1 million, $0.2 million, and $(5.0) million, respectively, on net realized gain on investments by the Taxable Subsidiary. For the years ended September 30, 2025, 2024 and 2023 the Company recognized a provision for taxes of zero, $(0.7) million, and $1.6 million, respectively, on net unrealized gain on investments by the Taxable Subsidiary. The provision for taxes on net realized and unrealized gains on investments is the result of netting (i) the expected tax liability on the gains from the sales of investments which were realized and unrealized during fiscal year ending September 30, 2025 and (ii) the expected tax benefit resulting from the use of loss carryforwards to offset such gains. For the year ended September 30, 2025, 2024 and 2023 the Company recognized a provision for taxes less than $0.1 million, $(0.5) million, and $(3.4) million, respectively, on net realized and unrealized gains on investments by the Taxable Subsidiary.
During the year ended September 30, 2025, 2024 and 2023 the Company paid $0.2 million, zero, and zero million respectively, in federal taxes on realized gains on the sale of investments held by the Taxable Subsidiary. The state and local tax liability of zero as of September 30, 2025 is included under accrued other expenses in the consolidated statement of assets and liabilities.
Because U.S. federal income tax regulations differ from GAAP, distributions characterized in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
(d)
Distributions and Capital Transactions
Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid, if any, as a distribution is determined by our board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually. The tax attributes for distributions will generally include ordinary income and capital gains but may also include certain tax-qualified dividends and/or a return of capital.
Capital transactions, in connection with our dividend reinvestment plan or through offerings of our common stock, are recorded when issued and offering costs are charged as a reduction of capital upon issuance of our common stock.
On June 4, 2024, we entered into equity distribution agreements with Truist Securities, Inc. and Keefe, Bruyette & Woods, Inc. (together, the "Equity Distribution Agreements"), as sales agents (each a "Sales Agent" and together, the "Sales Agents") in connection with the sale of shares of our common stock, with an aggregate offering price of up to $100 million under an at-the-market offering ("ATM Program"). We may offer and sell shares of our common stock from time to time through a Sales Agent in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions and the trading price of our common stock. The Investment Adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable under the Equity Distribution Agreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with all of the offerings made hereunder will not be less than our current NAV per share. Any such payments made by the Investment Adviser will not be subject to reimbursement by us.
During the year ended September 30, 2024, we issued 71,594 shares of common stock through the ATM Program at an average price of $7.72 per share, raising $0.6 million of net proceeds after commissions to the sales agents and inclusive of proceeds from the Investment Adviser to ensure that all shares were sold at or above NAV, respectively. In connection with the share issuance, we expensed $0.3 million of deferred offering costs incurred related to establishing the ATM Program to additional paid in capital. On April 28, 2025, our registration statement pursuant to which shares were issued under the ATM Program expired.
(e)
Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
1. Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and
2. Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions.
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
33
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
(f) Consolidation
As permitted under Regulation S-X and as explained by ASC paragraph 946-810-45-3, PennantPark Investment will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we have consolidated the results of our SBIC Funds and our Taxable Subsidiary in our Consolidated Financial Statements. We do not consolidate our non-controlling interests in PSLF or PTSF II. See further description of our investment in PSLF in Note 4.
(g) Asset Transfers and Servicing
Asset transfers that do not meet ASC Topic 860, Transfers and Servicing, requirements for sale accounting treatment are reflected in the Consolidated Statements of Assets and Liabilities and the Consolidated Schedules of Investments as investments.
(h) Segment Reporting
In accordance with ASC Topic 280 – Segment Reporting, the Company has determined that it has a single reporting segment and operating unit structure. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets. See Note 14 for additional information on the Company’s segment accounting policies.
(i) Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The FASB approved an (optional) two year extension to December 31, 2024, for transitioning away from LIBOR. The Company has adopted the ASU 2020-04, the effect of which was not material to the consolidated financial statements.
In June 2022, the FASB issued Accounting Standards Update No. 2022-03, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company has adopted of this new accounting standard, the effect was not material to the consolidated financial statements.
In November 2023, the Financial Accounting Standards Board (FASB) issues ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities' segment disclosure by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosure of a reportable segment's profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for our fiscal years beginning December 15, 2024, and should be applied on a retrospective basis to all periods presented, noting early adoption is permitted. The Company has adopted ASU 2023.07 effective September 30, 2025 and concluded that the application of this guidance did not have a material impact on its consolidated financial statements. See Note 14 for more information on the effects of the adoption of ASU 2023.07.
In December 2023, the FASB issued ASU 2023 - 09 "Improvements to Income Tax Disclosures" ("ASU 2023 - 09"). ASU 2023 - 09 intends to improve the transparency of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. We are currently assessing the impact of this guidance, however, we do not expect a material impact to our financial statements.
3. AGREEMENTS AND RELATED PARTY TRANSACTIONS
(a) Investment Management Agreement
The Investment Management Agreement with the Investment Adviser was reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in May 2025. Under the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of our board of directors, manages the day-to-day operations of and provides investment advisory services to us. SBIC II’s investment management agreement had no effect on the management or incentive fees that we pay to the Investment Adviser on a consolidated basis. For providing these services, the Investment Adviser receives a fee from us, consisting of two components— a base management fee and an incentive fee or, collectively, Management Fees.
34
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Base Management Fee
The base management fee is calculated at an annual rate of 1.50% of our “average adjusted gross assets,” which equals our gross assets (exclusive of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and unfunded commitments, if any) and is payable quarterly in arrears. In addition, on November 13, 2018, in connection with our board of directors’ approval of the application of the modified asset coverage requirements under the 1940 Act to the Company, our board of directors also approved an amendment to the Investment Management Agreement reducing the Investment Adviser’s annual base management fee from 1.50% to 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter-end. This amendment became effective on February 5, 2019 with the amendment and restatement of the Investment Management Agreement on April 12, 2019.The base management fee is calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For example, if we sold shares on the 45th day of a quarter and did not use the proceeds from the sale to repay outstanding indebtedness, our gross assets for such quarter would give effect to the net proceeds of the issuance for only 45 days of the quarter during which the additional shares were outstanding. For periods prior to January 1, 2018, the base management fee was calculated at an annual rate of 2.00% of our “average adjusted gross assets.” For the years ended September 30, 2025, 2024, and 2023, the Investment Adviser earned base management fees of $16.2 million, $16.7 million, and $16.5 million, respectively, from us.
Incentive Fee
The incentive fee has two parts, as follows:
One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense or amendment fees under any credit facility and distribution paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero-coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7.00% annualized). We pay the Investment Adviser an incentive fee with respect to our Pre- Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%, (2) 100% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.1212% in any calendar quarter (8.4848% annualized), and (3) 17.5% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1212% in any calendar quarter. These calculations are pro-rated for any share issuances or repurchases during the relevant quarter, if applicable.
For the years ended September 30, 2025, 2024, and 2023, the Investment Adviser earned $9.8 million, $12.7 million, and $13.9 million, respectively, in incentive fees on net investment income from us.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and, effective January 1, 2018, equals 17.5% of our realized capital gains, (20.0)% for periods prior to January 1, 2018), if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. For the years ended September 30, 2025, 2024, and 2023, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under the Investment Management Agreement (as described above).
Under GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 17.5% of such amount, less the aggregate amount of actual capital gains related to incentive fees paid in all prior years, if any. If such amount is negative, then there is no accrual for such year. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the years ended September 30, 2025, 2024, and 2023, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under GAAP.
(b) Administration Agreement
The Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in May 2025. Under the Administration Agreement, the Administrator provides administrative services and office facilities to us. The Administrator had provided similar services to SBIC II under its administration agreement with PennantPark Investment. For providing these services, facilities and personnel, we have agreed to reimburse the Administrator for its allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. The Administrator also offers, on our behalf, significant managerial assistance to portfolio companies to which we are required to offer such assistance. Reimbursement for certain of these costs is included in administrative services expenses in the Consolidated Statements of Operations. For the years ended September 30, 2025, 2024, and 2023, we recorded $1.4 million, $1.2 million and $1.3 million, respectively, for services described above.
Under the Administration Agreement, the Administrator may be reimbursed by the Company for the costs and expenses to be borne by the Company set forth above include the costs and expenses allocable with respect to the provision of in-house legal, tax, or other professional advice and/or services to the Company, including performing due diligence on its prospective portfolio companies as deemed appropriate by the Administrator, where such in-house personnel perform services that would be paid by the Company if outside service providers provided the same services, subject to the Board's oversight.
35
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
(c) Other Related Party Transactions
The Company, the Investment Adviser and certain other affiliates have been granted an order for exemptive relief by the SEC for the Company to co-invest with other funds managed by the Investment Adviser. If we co-invest with other affiliated funds, our Investment Adviser would not receive compensation except to the extent permitted by the exemptive order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.
There were no transactions subject to Rule 17a-7 under the 1940 Act during each of the years ended September 30, 2025, 2024, and 2023.
For the years ended September 30, 2025, 2024, and 2023, we sold $462.8 million, $308.8 million, and $127.8 million in investments to PSLF at fair value, respectively, and recognized $0.9 million, $0.2 million and $(0.2) million of net realized gain (loss), respectively.
For the years ended September 30, 2025, 2024, and 2023, we sold zero in investments to PTSF II at fair value, respectively, and recognized zero of net realized gains, respectively.
As of September 30, 2025, 2024, and 2023 PNNT had a payable to PSLF and PTSF II of less than zero, $0.1 million and $4.1 million, respectively, presented as a due to affiliates on the consolidated statement of assets and liabilities. These amounts are related to cash owed to PSLF and PTSF II from PNNT in connection with trades between the funds.
As of September 30, 2025, 2024, and 2023, PNNT had a receivable from Administrator of 0.2 million, $0.2 million and zero, respectively, presented as a due from affiliates on the consolidated statement of assets and liabilities. These amounts are related to agency fees collected on behalf of the Company and trades between the funds.
4. INVESTMENTS
Purchases of investments, including PIK interest, for the years ended September 30, 2025, 2024, and 2023 totaled $754.3 million, $784.2 million, and $279.9 million, respectively (excluding U.S. Government Securities). Sales and repayments of investments for years ended September 30, 2025, 2024, and 2023 totaled $810.4 million, $555.4 million, and $418.6 million, respectively (excluding U.S. Government Securities).
Investments and cash and cash equivalents consisted of the following ($ in thousands):
September 30, 2025
September 30, 2024
Investment Classification ($ in thousands)
Cost
Fair Value
Cost
Fair Value
First lien
$
606,949
582,373
$
700,390
$
667,926
U.S. Government Securities
124,809
124,788
99,652
99,632
Second lien
18,619
18,161
68,470
67,180
Subordinated debt / corporate notes
60,575
60,933
65,865
65,804
Subordinated notes in PSLF
140,287
140,287
115,886
115,886
Equity
203,291
293,218
199,173
243,699
Equity in PSLF
82,358
67,513
67,436
67,923
Total investments
1,236,888
1,287,273
1,316,872
1,328,050
Cash and cash equivalents
51,739
51,783
49,833
49,861
Total investments and cash and cash equivalents
$
1,288,627
$
1,339,056
$
1,366,705
$
1,377,911
36
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets (excluding cash) in such industries as of:
September 30, 2025 (1)
September 30, 2024 (1)
Industry Classification
Cost
Fair Value
Fair Value Percentage
Net Asset Value Percentage
Cost
Fair Value
Fair Value Percentage
Net Asset Value Percentage
Business Services
$
195,614
$
184,452
17
%
40
%
$
205,232
$
184,233
16
%
37
%
Healthcare, Education and Childcare
128,969
168,000
16
%
36
%
124,430
127,574
11
%
26
%
Distribution
57,352
130,850
12
%
28
%
120,378
165,304
14
%
33
%
Short-Term U.S. Government Securities
124,809
124,788
12
%
27
%
99,652
99,632
8
%
20
%
Financial Services
70,403
68,959
6
%
15
%
69,915
71,527
6
%
14
%
Consumer Products
53,746
49,414
5
%
11
%
89,773
89,743
8
%
18
%
Aerospace and Defense
39,513
47,113
4
%
10
%
53,472
54,017
5
%
11
%
Manufacturing/Basic Industry
42,601
43,067
4
%
9
%
12,686
12,713
1
%
3
%
Environmental Services
61,588
31,238
3
%
7
%
51,402
44,290
4
%
9
%
Auto Sector
26,621
27,826
2
%
6
%
39,449
40,752
4
%
8
%
Gaming
22,853
23,151
2
%
5
%
-
-
0
%
0
%
Consumer Services
19,067
19,319
2
%
4
%
8,700
8,449
1
%
2
%
Personal, Food and Miscellaneous Services
16,207
18,769
2
%
4
%
17,203
18,850
2
%
4
%
Media
17,477
17,434
2
%
4
%
31,964
32,130
3
%
7
%
Diversified Conglomerate Service
17,268
16,416
1
%
4
%
10,091
9,834
1
%
2
%
Telecommunications
22,305
13,695
1
%
3
%
35,986
34,045
3
%
7
%
Buildings and Real Estate
12,546
12,495
1
%
3
%
12,515
12,442
1
%
3
%
Chemicals, Plastics and Rubber
15,237
12,240
1
%
3
%
32,255
31,598
3
%
6
%
Event Services
11,823
12,073
1
%
3
%
-
-
0
%
0
%
Home and Office Furnishings, Housewares and Durable Consumer Products
9,258
9,723
1
%
2
%
9,663
9,663
1
%
2
%
Electronics
2,507
5,485
1
%
1
%
14,887
19,633
2
%
4
%
Consulting Services
5,970
5,966
1
%
1
%
-
-
0
%
0
%
All Other
40,509
37,000
3
%
8
%
93,898
77,812
7
%
16
%
Total
$
1,014,243
$
1,079,473
100
%
234
%
$
1,133,551
$
1,144,241
100
%
232
%
(1)
Excludes investments in PSLF.
37
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
PennantPark Senior Loan Fund, LLC
In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture.PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. As of September 30, 2025 and 2024 PSLF had total assets of $1,315.4 million and $1,073.4 million, respectively. PSLF’s portfolio consisted of debt investments in109 and 102 portfolio companies as of September 30, 2025 and 2024, respectively. As of September 30, 2025, we and Pantheon had remaining commitments to fund first lien secured debt of $8.2 million and $11.7 million, respectively, and equity interests of $5.0 million and $7.1 million, respectively, in PSLF. As of September 30, 2024, we and Pantheon had remaining commitments to fund first lien secured debt of $32.6 million and $46.5 million, respectively, and equity interest of $19.9 million and $28.5 million respectively. As of September 30, 2025, at fair value, the largest investment in a single portfolio company in PSLF was $24.8 million and the five largest investments totaled $121.4 million. As of September 30, 2024 at fair value, the largest investment in a single portfolio company in PSLF was $25.1 million and the five largest investments totaled $109.9 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSLF in the form of subordinated notes and equity interests. As of September 30, 2025, we and Pantheon owned 55.8% and 44.2%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of September 30, 2024, we and Pantheon owned 60.5% and 39.5%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of September 30, 2025, our investment in PSLF consisted of subordinated notes of $140.3 million and $115.9 million, respectively, and equity interests of $82.4 million and $67.4 million, respectively. In October 2024, the Company made a capital contribution of approximately $26.3 million of assets at their most recent fair market value as of the date of the transaction.
We and Pantheon each appointed two members to PSLF’s four-person Member Designees’ Committee, or the Member Designees’ Committee. All material decisions with respect to PSLF, including those involving its investment portfolio, require unanimous approval of quorum of the Member Designees’ Committee. Quorum is defined as (i) the presence of two members of the Member Designees’ Committee; provided that at least one individual is present that was elected, designated or appointed by each of us and Pantheon; (ii) the presence of three members of the Member Designees’ Committee, provided that the individual that was elected, designated or appointed by each of us or Pantheon, as the case may be, with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the Member Designees’ Committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each of us and Pantheon.
Additionally, PSLF, through its wholly-owned subsidiary, or PSLF Subsidiary, has entered into a $400.0 million (increased from $325.0 million in August 2024) senior secured revolving credit facility, or the PSLF Credit Facility, with BNP Paribas, which bears interest at SOFR (or an alternative risk-free interest rate index) plus 225 basis points during the investment period and is subject to leverage and borrowing base restrictions.
In March 2022, PSLF completed a $304.0 million debt securitization in the form of a collateralized loan obligation, or the “2034 Asset-Backed Debt”. The 2034 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO IV, LLC., a wholly-owned and consolidated subsidiary of PSLF, consisting primarily of middle market loans and participation interests in middle market loans. The 2034 Asset-Backed Debt is scheduled to mature in April 2034. On the closing date of the transaction, in consideration of PSLF’s transfer to PennantPark CLO IV, LLC. of the initial closing date loan portfolio, which included loans distributed to PSLF by certain of its wholly owned subsidiaries and us, PennantPark CLO IV, LLC. transferred to PSLF 100% of the Preferred Shares of PennantPark CLO IV, LLC. and 100% of the Subordinated Notes issued by PennantPark CLO IV, LLC. As of September 30, 2025 and 2024, there was $246.0 million of external 2034 Asset-Backed Debt.
On July 26, 2023, CLO VII completed a $300 million debt securitization in the form of a collateralized loan obligation (the "2035 Debt Securitization" or "2035 Asset-Backed Debt"). The 2035 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The 2035 Debt Securitization was executed through a private placement of: (i) $151.0 million Class A-1a Notes maturing 2035, which bear interest at the three-month SOFR plus 2.7%, (ii) $20.0 million Class A-1b Loans 2035, which bear interest at 6.5%, (iii) $12.0 million Class A-2 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 3.2%, (iv) $21.0 million Class B Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.1%, (v) $24.0 million Class C Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.7%, (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 7.0%. As of September 30, 2025 and 2024 there was $246.0 million of external 2035 Asset-Backed Debt. On July 21, 2025, CLO VII closed a partial refinancing of the 2035 Debt Securitization where the $21.0 million Class B (B-R) Senior Secured Floating Rate Notes interest rate was decreased to SOFR plus 2.0%, the $24.0 million Class C (C-R) Secured Deferrable Floating Rate Notes interest rate was decreased to SOFR plus 2.3% and the $18.0 million Class D (D-R) Secured Deferrable Floating Rate Notes interest rate was decreased to SOFR plus 3.4%.
On December 23, 2024, PennantPark CLO X, LLC ("CLO X”) completed a $400.5 million debt securitization in the form of a collateralized loan obligation (the "2037 Debt Securitization" or"2037 Asset-Backed Debt"). The 2037 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The 2037 Debt Securitization was executed through a private placement of: (i) $158.0 million Class A-1 Notes maturing 2037, which bear interest at the three-month SOFR plus 1.59%, (ii) $30.0 million Class A-1A Loans maturing 2037, which bear interest at the three-month SOFR plus 1.59%, (iii) $40.0 million Class A-1W Loans maturing 2037, which bear interest at the three-month SOFR plus 1.59%, (iv) $16.0 million Class A-2W Loans due2037, which bear interest at the three-month SOFR plus 1.75%, (v) $28.0 million Class B Notes due 2037, which bear interest at the three-month SOFR plus 1.85%, (vi) $32.0 million Class C Notes due 2037, which bear interest at the three-month SOFR plus 2.40%., (vii) $24.0 million Class D Notes due 2037, which bear interest at the three-month SOFR plus 3.85%. As of September 30, 2025, there was $328.0 million of external 2037 Asset-Backed Debt.
On August 28, 2024, PSLF and Pantheon entered into an amendment (the “Amendment”) to PSLF’s limited liability company agreement (the “LLC Agreement”). The Amendment amended the term of PSLF, which would have otherwise expired on January 31, 2025, to be indefinite, subject to the other terms of dissolution, wind down and termination in the LLC Agreement. The Amendment also modified the LLC Agreement to permit any member of PSLF (each, a “Member”) to request to redeem its interests in PSLF (in minimum tranches of 25% of the interests then-owned by such Member) at any time. Under the Amendment, PSLF is required to use commercially reasonable efforts to redeem any such Member’s interests within 18 months and, in any event, within three years from the date of such redemption request, subject to customary limitations with respect to the liquidity of PSLF and the requirement that the Company’s proportionate share or ownership of PSLF not exceed 87.5%. It is contemplated that any such redemption would be funded by either principal proceeds from repayments of investments in underlying portfolio companies of PSLF or the proceeds of any new Member’s investment into PSLF.
38
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Below is a summary of PSLF’s portfolio at fair value ($ in thousands):
($ in thousands)
September 30, 2025
September 30, 2024
Total investments
$
1,265,901
$
1,031,225
Weighted average cost yield on income producing investments
10.1
%
11.3
%
Number of portfolio companies in PSLF
109
102
Largest portfolio company investment at fair value
$
24,802
$
25,073
Total of five largest portfolio company investments at fair value
$
121,360
$
109,927
Below is a listing of PSLF’s individual investments as of September 30, 2025 ($ in thousands):
Issuer Name
Acquisition
Maturity
Industry
Current Coupon
Basis Point Spread Above Index (1)
Par
Cost
Fair Value (2)
First Lien Secured Debt - 1,035.8% of Net Assets
ACP Avenu Buyer, LLC
04/23/24
10/02/29
Business Services
9.04%
SOFR+475
7,590
$
7,474
$
7,514
Acp Falcon Buyer, Inc.
10/06/23
08/01/29
Business Services
9.79%
SOFR+550
15,196
14,963
15,348
AFC-Dell Holding Corp.
02/23/24
04/09/27
Distribution
9.83%
SOFR+550
16,181
16,072
16,100
Ad.Net Acquisition, LLC
03/02/22
05/07/26
Media
10.26%
SOFR+626
4,788
4,788
4,788
Aechelon Technology, Inc.
12/23/24
08/16/29
Aerospace and Defense
9.91%
SOFR+575
4,800
4,718
4,800
Alpine Acquisition Corp II (4), (7)
10/12/22
11/30/26
Containers, Packaging and Glass
15,185
15,056
7,896
Amsive Holdings Corporation
03/02/22
12/10/26
Media
10.35%
SOFR+635
13,805
13,745
13,667
Anteriad, LLC (f/k/a MeritDirect, LLC)
03/02/22
06/30/26
Media
9.90%
SOFR+590
13,837
13,803
13,837
Arcfield Acquisition Corp.
07/26/22
10/28/31
Aerospace and Defense
9.31%
SOFR+500
14,888
14,867
14,813
Archer Lewis, LLC
12/20/24
08/28/29
Healthcare, Education and Childcare
9.75%
SOFR+575
15,581
15,426
15,581
Argano, LLC
12/16/24
09/13/29
Business Services
9.89%
SOFR+575
14,850
14,730
14,628
BLC Holding Company, INC.
02/24/25
11/20/30
Environmental Services
8.50%
SOFR+450
12,013
11,942
12,013
Beacon Behavioral Support Services, LLC
09/16/24
06/21/29
Healthcare, Education and Childcare
9.50%
SOFR+550
24,607
24,305
24,607
Best Practice Associates, LLC
01/21/25
11/08/29
Aerospace and Defense
10.91%
SOFR+675
19,850
19,606
19,701
Beta Plus Technologies, Inc.
08/11/22
07/02/29
Business Services
9.75%
SOFR+575
14,550
14,375
14,405
Big Top Holdings, LLC
06/26/24
02/28/30
Manufacturing / Basic Industries
9.25%
SOFR+525
6,626
6,531
6,626
Bioderm, Inc.
06/26/24
01/31/28
Healthcare, Education and Childcare
10.77%
SOFR+650
8,798
8,726
8,688
Blackhawk Industrial Distribution, Inc.
07/24/23
09/17/26
Distribution
9.40%
SOFR+540
25,244
25,052
24,802
Boss Industries, LLC
07/21/25
12/27/30
Conglomerate Manufacturing
9.00%
SOFR+500
5,955
5,916
5,955
Burgess Point Purchaser Corporation
10/03/22
07/25/29
Auto Sector
9.51%
SOFR+535
6,186
5,926
5,348
C5MI Acquisition, LLC
10/09/24
07/31/29
Business Services
10.00%
SOFR+600
7,425
7,334
7,425
CF512, Inc.
12/29/21
08/20/26
Media
10.36%
SOFR+619
9,042
8,983
8,952
Carisk Buyer, Inc.
02/09/24
12/01/29
Healthcare, Education and Childcare
9.00%
SOFR+500
11,370
11,276
11,370
Carnegie Dartlet, LLC
06/26/24
02/07/30
Education
9.66%
SOFR+550
22,655
22,360
22,428
Cartessa Aesthetics, LLC
09/09/22
06/14/28
Distribution
10.00%
SOFR+600
21,880
21,708
21,880
Case Works, LLC
11/26/24
10/01/29
Business Services
9.25%
SOFR+525
10,436
10,366
9,966
Commercial Fire Protection Holdings, LLC
12/16/24
09/23/30
Business Services
8.50%
SOFR+450
20,831
20,730
20,831
Compex Legal Services, Inc.
12/23/24
02/09/26
Business Services
9.55%
SOFR+555
931
931
931
Confluent Health, LLC
12/23/24
11/30/28
Healthcare, Education and Childcare
11.66%
SOFR+750
1,950
1,950
1,940
CJX Borrower, LLC
08/12/22
07/13/27
Media
10.08%
SOFR+576
8,624
8,614
8,624
Crane 1 Services, Inc.
07/24/23
08/16/27
Personal, Food and Miscellaneous Services
10.03%
SOFR+586
5,271
5,243
5,232
DRI Holding Inc.
08/04/22
12/21/28
Media
9.51%
SOFR+535
5,770
5,442
5,655
DRS Holdings III, Inc.
03/02/22
11/03/25
Consumer Products
9.41%
SOFR+525
4,478
4,478
4,523
Duggal Acquisition, LLC
12/23/24
09/30/30
Marketing Services
8.75%
SOFR+475
4,950
4,910
4,950
Dynata, LLC - First Out Term Loan
07/15/24
07/17/28
Business Services
9.46%
SOFR+526
1,572
1,486
1,565
Dynata, LLC - Last Out Term Loan
07/15/24
10/16/28
Business Services
9.96%
SOFR+576
9,670
9,670
7,873
EDS Buyer, LLC
07/24/23
01/10/29
Aerospace and Defense
8.75%
SOFR+475
23,169
22,915
23,227
ETE Intermediate II, LLC
07/24/23
05/29/29
Personal, Food and Miscellaneous Services
9.16%
SOFR+500
12,124
11,963
12,124
Emergency Care Partners, LLC
12/23/24
10/18/27
Healthcare, Education and Childcare
9.00%
SOFR+500
6,930
6,895
6,930
EvAL Home Care Solutions Intermediate, LLC
07/23/24
05/10/30
Healthcare, Education and Childcare
9.91%
SOFR+575
7,040
6,955
7,040
Exigo Intermediate II, LLC
07/24/23
03/15/27
Business Services
10.51%
SOFR+635
9,551
9,491
9,551
Five Star Buyer, Inc.
07/24/23
02/23/28
Hotels, Motels, Inns and Gaming
13.35%
SOFR+915
4,140
4,096
4,057
GGG Midco, LLC
12/16/24
09/27/30
Home and Office Furnishings, Housewares and Durable Consumer Products
9.00%
SOFR+500
12,485
12,377
12,485
Global Holdings InterCo, LLC
03/02/22
03/16/26
Banking, Finance, Insurance & Real Estate
9.74%
SOFR+560
6,593
6,589
6,593
Graffiti Buyer, Inc.
03/02/22
08/10/27
Distribution
9.80%
SOFR+560
3,959
3,928
3,880
HEC Purchaser Corp.
09/16/24
06/17/29
Healthcare, Education and Childcare
8.87%
SOFR+500
7,798
7,723
7,798
HV Watterson Holdings, LLC (4)
09/09/22
12/17/26
Business Services
8.00%
15,570
15,496
8,548
HW Holdco, LLC
03/02/22
05/10/26
Media
9.90%
SOFR+590
23,593
23,537
23,593
Hancock Roofing And Construction, LLC
03/02/22
12/31/26
Insurance
9.60%
SOFR+550
6,029
6,029
5,968
Harris & Co, LLC
12/20/24
08/09/30
Financial Services
9.16%
SOFR+500
19,182
18,995
19,015
Hills Distribution, Inc.
02/13/24
11/08/29
Distribution
10.32%
SOFR+600
14,148
13,992
14,148
IG Investments Holdings, LLC
03/02/22
09/22/28
Business Services
9.31%
SOFR+500
4,350
4,305
4,328
39
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Issuer Name
Acquisition
Maturity
Industry
Current Coupon
Basis Point Spread Above Index (1)
Par
Cost
Fair Value (2)
Imagine Acquisitionco, Inc.
07/24/23
11/15/27
Business Services
9.29%
SOFR+510
5,452
5,402
5,452
Infinity Home Services Holdco, Inc.
02/07/23
12/28/28
Personal, Food and Miscellaneous Services
10.16%
SOFR+600
13,749
13,622
13,749
Infolinks Media Buyco, LLC
07/24/23
11/01/26
Media
9.50%
SOFR+550
13,046
13,007
12,981
Inovex Information Systems Incorporated
03/04/25
12/17/30
Business Services
9.25%
SOFR+525
5,955
5,918
5,955
Inventus Power, Inc.
10/10/23
01/15/26
Consumer Products
11.78%
SOFR+761
12,968
12,934
12,968
Kinetic Purchaser, LLC
07/24/23
11/10/27
Consumer Products
10.15%
SOFR+615
13,701
13,590
11,646
LAV Gear Holdings, Inc. - Takeback TL
07/31/25
07/31/29
Leisure, Amusement, Motion Pictures, Entertainment
10.10%
SOFR+594
2,295
2,295
2,295
LAV Gear Holdings, Inc. - Priority TL
07/31/25
07/31/29
Leisure, Amusement, Motion Pictures, Entertainment
10.10%
SOFR+594
729
720
898
Lash OpCo, LLC
03/02/22
02/18/27
Consumer Products
12.16%
SOFR+785
21,525
21,466
20,987
Lightspeed Buyer, Inc.
03/02/22
02/03/27
Healthcare, Education and Childcare
8.75%
SOFR+475
20,115
20,017
20,115
LJ Avalon Holdings, LLC
07/24/23
02/01/30
Environmental Services
8.77%
SOFR+450
7,636
7,550
7,636
MAG DS Corp.
03/02/22
04/01/27
Aerospace and Defense
9.60%
SOFR+560
8,175
7,939
8,142
MDI Buyer, Inc.
12/20/24
07/25/28
Chemicals, Plastics and Rubber
8.95%
SOFR+475
19,728
19,568
19,728
Marketplace Events Acquisition, LLC
03/04/25
12/19/30
Media
9.12%
SOFR+525
19,900
19,727
19,900
MBS Holdings, Inc.
03/02/22
04/16/27
Telecommunications
9.30%
SOFR+510
8,244
8,197
8,244
Meadowlark Acquirer, LLC
04/01/22
12/10/27
Business Services
9.65%
SOFR+565
2,893
2,865
2,893
Medina Health, LLC
01/18/24
10/20/28
Healthcare, Education and Childcare
10.25%
SOFR+625
19,423
19,311
19,520
Megawatt Acquisitionco, Inc.
07/17/24
03/01/30
Business Services
9.25%
SOFR+525
7,880
7,788
7,502
MOREgroup Holdings, Inc.
08/29/24
01/16/30
Business Services
9.25%
SOFR+525
19,700
19,472
19,700
Municipal Emergency Services, Inc.
03/02/22
10/01/27
Distribution
9.15%
SOFR+515
9,575
9,512
9,575
NBH Group, LLC
03/02/22
08/19/26
Healthcare, Education and Childcare
10.12%
SOFR+585
7,180
7,159
7,180
NORA Acquisition, LLC
11/21/23
08/31/29
Healthcare, Education and Childcare
10.35%
SOFR+635
20,090
19,860
19,939
OSP Embedded Purchaser, LLC
01/17/25
12/17/29
Aerospace and Defense
9.76%
SOFR+575
18,926
18,793
18,661
Omnia Exterior Solutions, LLC
07/25/24
12/29/29
Diversified Conglomerate Service
9.26%
SOFR+525
17,982
17,766
17,622
One Stop Mailing, LLC
06/07/23
05/07/27
Transportation
10.53%
SOFR+636
8,274
8,199
8,274
PCS Midco, Inc.
08/29/24
03/01/30
Financial Services
9.75%
SOFR+575
5,753
5,688
5,753
Pink Lily Holdco, LLC (5)
04/01/22
11/09/27
Retail
4.27%
8,761
8,699
3,504
Pacific Purchaser, LLC
03/21/24
10/02/28
Business Services
10.42%
SOFR+625
12,773
12,602
12,721
PAR Excellence Holdings, Inc.
11/26/24
09/03/30
Healthcare, Education and Childcare
9.17%
SOFR+500
9,925
9,842
9,751
Project Granite Buyer, Inc.
07/21/25
12/31/30
Business Services
9.75%
SOFR+575
5,955
5,903
6,015
RRA Corporate, LLC
12/23/24
08/15/29
Business Services
9.25%
SOFR+525
3,960
3,930
3,936
RTIC Subsidiary Holdings, LLC
07/23/24
05/03/29
Consumer Products
9.75%
SOFR+575
24,700
24,365
24,453
Radius Aerospace, Inc.
11/06/19
03/29/27
Aerospace and Defense
10.45%
SOFR+615
11,780
11,714
11,515
Rancho Health MSO, Inc.
03/02/22
06/20/29
Healthcare, Education and Childcare
9.29%
SOFR+500
22,704
22,631
22,704
Recteq, LLC
06/26/24
01/29/26
Consumer Products
10.40%
SOFR+640
9,550
9,537
9,526
Riverpoint Medical, LLC
03/02/22
06/21/27
Healthcare, Education and Childcare
8.75%
SOFR+475
3,891
3,861
3,891
Ro Health, LLC
04/03/25
01/17/31
Healthcare Providers & Services
8.50%
SOFR+450
9,308
9,249
9,308
Rural Sourcing Holdings, Inc.
07/24/23
06/16/29
Professional Services
9.92%
SOFR+575
5,435
5,367
4,891
Sabel Systems Technology Solutions, LLC
01/07/25
10/31/30
Business Services
9.91%
SOFR+575
11,910
11,813
11,910
Sales Benchmark Index, LLC
03/02/22
07/07/26
Business Services
10.20%
SOFR+620
6,617
6,597
6,617
Seacoast Service Partners NA, LLC
07/21/25
12/20/29
Diversified Conglomerate Service
9.00%
SOFR+500
4,963
4,926
4,759
Seaway Buyer, LLC
09/14/22
06/13/29
Chemicals, Plastics and Rubber
10.15%
SOFR+615
14,550
14,394
13,568
Sigma Defense Systems, LLC
12/01/23
12/20/27
Telecommunications
10.31%
SOFR+615
23,904
23,741
23,904
SpendMend Holdings, LLC
07/24/23
03/01/28
Business Services
9.15%
SOFR+515
9,412
9,261
9,412
STG Distribution, LLC - First Out New Money Term Loans
10/03/24
10/03/29
Transportation
12.57%
SOFR+835
1,986
1,895
1,768
STG Distribution, LLC - Second Out Term Loans (5)
10/03/24
10/03/29
Transportation
5.32%
4,566
2,594
365
SV-Aero Holdings, LLC
10/31/24
11/01/30
Aerospace and Defense
9.00%
SOFR+500
14,719
14,656
14,719
Systems Planning And Analysis, Inc.
03/02/22
08/16/27
Aerospace and Defense
8.92%
SOFR+475
16,919
16,816
16,784
TCG 3.0 Jogger Acquisitionco, Inc.
02/27/24
01/23/29
Media
10.52%
SOFR+650
9,850
9,732
9,801
TMII Enterprises, LLC
07/24/23
12/22/28
Personal, Food and Miscellaneous Services
8.66%
SOFR+450
19,878
19,692
19,878
TPC US Parent, LLC
03/02/22
11/24/25
Food
10.19%
SOFR+590
11,275
11,269
11,185
Team Services Group, LLC
07/24/23
12/20/27
Healthcare, Education and Childcare
9.56%
SOFR+525
9,588
9,434
9,548
The Bluebird Group, LLC
03/02/22
07/28/26
Business Services
9.90%
SOFR+590
16,348
16,306
16,348
The Vertex Companies, LLC
03/02/22
08/31/28
Business Services
8.93%
SOFR+475
14,480
14,393
14,408
Transgo, LLC
06/07/24
12/29/28
Auto Sector
9.91%
SOFR+575
16,363
16,215
16,486
Tyto Athene, LLC
03/02/22
04/01/28
Aerospace and Defense
9.19%
SOFR+490
11,342
11,271
11,058
Urology Management Holdings, Inc.
07/24/23
06/15/27
Healthcare, Education and Childcare
9.66%
SOFR+550
12,380
12,333
12,380
US Fertility Enterprises, LLC
09/03/25
10/11/31
Healthcare, Education and Childcare
8.67%
SOFR+450
4,975
4,931
4,975
Watchtower Buyer, LLC
09/19/24
12/01/29
Consumer Products
10.00%
SOFR+600
23,114
22,912
22,885
Wash & Wax Systems, LLC
04/30/25
04/30/28
Business Services
9.81%
SOFR+550
6,577
6,686
6,708
Total First Lien Secured Debt
1,276,720
1,253,543
Subordinated Debt - 3.7% of Net Assets
40
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Issuer Name
Acquisition
Maturity
Industry
Current Coupon
Basis Point Spread Above Index (1)
Par
Cost
Fair Value (2)
Wash & Wax Systems, LLC - Subordinate Debt
04/30/25
07/30/28
Business Services
12.00%
4,422
4,422
4,422
Total Subordinated Debt
4,422
4,422
4,422
Equity Securities - 6.6% of Net Assets
New Insight Holdings, Inc. - Common Equity
07/15/24
—
Business Services
—
—
134,330
2,351
2,014
48Forty Intermediate Holdings, Inc. - Common Equity
11/05/24
—
Containers, Packaging and Glass
—
—
1,988
—
—
Wash & Wax Group, LP - Common Equity
04/30/25
—
Business Services
—
—
2,803
5,002
5,165
White Tiger Newco, LLC - Common Equity
07/31/25
—
Business Services
—
—
10,805
824
757
Total Equity Securities
8,177
7,936
Total Investments - 1,046.0% of Net Assets(3)(6)
1,289,319
1,265,901
Cash and Cash Equivalents - 33.9%
JPMorgan U.S. Government (Money Market Fund)
4.09%
7,972
7,972
Goldman Sachs Financial Square Government Fund (Money Market Fund)
4.18%
6,946
6,946
BlackRock Federal FD Institutional 81 (Money Market Fund)
4.19%
1,920
1,920
Non-Money Market Cash
24,147
24,147
Total Cash and Cash Equivalents
40,985
40,985
Total Investments and Cash Equivalents - 1,079.8% of Net Assets
$
1,330,304
$
1,306,886
Liabilities in Excess of Other Assets — (979.8)% of Net Assets
(1,185,860
)
Members' Equity—100.0%
$
121,026
(1)
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable Secured Overnight Financing Rate, or "SOFR" or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. SOFR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day SOFR rate (1M S, 2M S, 3M S, or 6M S, respectively), at the borrower’s option. All securities are subject to a SOFR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
(2)
Valued based on PSLF’s accounting policy.
(3)
As of September 30, 2025, all investments are in US Companies. Total cost, fair value, and percentage of Net Assets for U.S. Companies were $1,289.3 million, $1,265.9 million and 1,046.0%
(4)
Non-accrual security
(5)
Partial non-accrual PIK Security.
(6)
All of our investments are not registered under the 1933 Act and have restrictions on resale.
(7)
The securities, or a portion thereof, are not 1) pledged as collateral under the Credit Facility and held through Funding I; or, 2) securing the 2034 Asset-Backed Debt and held through PennantPark CLO IV, LLC, or,3) securing the 2036 Asset-Backed Debt and held through PennantPark CLO VII, LLC, or 4) securing the 2037 Asset-Backed Debt and held through PennantPark CLO X, LLC
41
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Below is a listing of PSLF’s individual investments as of September 30, 2024 ($ in thousands):
Leisure, Amusement, Motion Pictures, Entertainment
11.66
%
SOFR+640
4,613
4,601
4,530
Lash OpCo, LLC
02/18/27
Consumer Products
12.94% (PIK 5.10%)
SOFR+785
20,447
20,338
20,243
Lightspeed Buyer Inc.
02/03/26
Healthcare, Education and Childcare
10.20
%
SOFR+535
14,267
14,170
14,267
LJ Avalon Holdings, LLC
01/31/30
Environmental Services
10.48
%
SOFR+525
6,255
6,151
6,255
MAG DS Corp.
04/01/27
Aerospace and Defense
10.20
%
SOFR+550
8,266
7,890
7,770
Magenta Buyer, LLC -First out
07/31/28
Software
12.13
%
SOFR+701
450
450
425
Magenta Buyer, LLC -Second out
07/31/28
Software
12.38
%
SOFR+801
569
569
390
Magenta Buyer, LLC -Third out
07/31/28
Software
11.63
%
SOFR+726
2,109
2,109
617
MBS Holdings, Inc.
04/16/27
Telecommunications
10.67
%
SOFR+585
8,330
8,256
8,338
Meadowlark Acquirer, LLC
12/10/27
Business Services
10.50
%
SOFR+590
2,923
2,884
2,850
Medina Health, LLC
10/20/28
Healthcare, Education and Childcare
10.85
%
SOFR+625
14,912
14,765
14,912
Megawatt Acquisitionco, Inc.
03/01/30
Business Services
9.85
%
SOFR+525
7,960
7,851
7,514
MOREgroup Holdings, LLC
01/16/30
Business Services
10.35
%
SOFR+575
12,450
12,303
12,263
Municipal Emergency Services, Inc.
10/01/27
Distribution
9.77
%
SOFR+515
5,912
5,822
5,912
NBH Group LLC
08/19/26
Healthcare, Education and Childcare
11.19
%
SOFR+585
7,353
7,311
7,133
NORA Acquisition, LLC
08/31/29
Healthcare, Education and Childcare
10.95
%
SOFR+635
14,850
14,597
14,850
Omnia Exterior Solutions, LLC
12/29/29
Diversified Conglomerate Service
10.01
%
SOFR+550
9,768
9,650
9,622
One Stop Mailing, LLC
5/7/2027
Transportation
11.21
%
SOFR+636
8,380
8,256
8,380
Owl Acquisition, LLC
2/4/2028
Education
10.20
%
SOFR+535
3,893
3,811
3,825
Ox Two, LLC
5/18/2026
Distribution
11.12
%
SOFR+651
9,340
9,307
9,340
42
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Issuer Name
Maturity
Industry
Current Coupon
Basis Point Spread Above Index (1)
Par
Cost
Fair Value (2)
Pacific Purchaser, LLC
10/2/2028
Business Services
11.51
%
SOFR+600
12,903
12,682
12,877
PCS Midco, Inc.
3/1/2030
Financial Services
10.81
%
SOFR+575
5,812
5,735
5,812
PL Acquisitionco, LLC
11/9/2027
Retail
11.99% (PIK 3.5%)
SOFR+725
8,193
8,100
6,554
Quantic Electronics, LLC
11/19/2026
Aerospace and Defense
10.95
%
SOFR+635
3,280
3,245
3,263
RTIC Subsidiary Holdings, LLC
5/3/2029
Consumer Products
10.35
%
SOFR+575
19,950
19,673
19,551
Radius Aerospace, Inc.
3/31/2025
Aerospace and Defense
10.75
%
SOFR+575
12,565
12,543
12,313
Rancho Health MSO, Inc.
12/18/2025
Healthcare, Education and Childcare
10.85
%
SOFR+560
5,530
5,530
5,530
Reception Purchaser, LLC
4/28/2028
Transportation
25.00
%
SOFR+615
4,937
4,888
3,703
Recteq, LLC
1/29/2026
Consumer Products
11.75
%
SOFR+715
9,650
9,592
9,554
Riverpoint Medical, LLC
6/21/2025
Healthcare, Education and Childcare
9.85
%
SOFR+525
3,932
3,919
3,936
Rural Sourcing Holdings, Inc. (HPA SPQ Merger Sub, Inc.)
6/16/2029
Professional Services
10.74
%
SOFR+575
4,336
4,268
4,282
S101 Holdings Inc.
12/29/2026
Electronics
11.48
%
SOFR+615
6,467
6,387
6,402
Sales Benchmark Index LLC
1/3/2025
Business Services
10.80
%
SOFR+620
6,676
6,668
6,676
Sargent & Greenleaf Inc.
12/20/2024
Electronics
12.45% (PIK 1.00%)
SOFR+760
4,634
4,634
4,634
Seaway Buyer, LLC
6/13/2029
Chemicals, Plastics and Rubber
10.75
%
SOFR+615
14,700
14,510
14,186
Sigma Defense Systems, LLC
12/18/2027
Telecommunications
11.50
%
SOFR+690
14,621
14,465
14,475
Simplicity Financial Marketing Group Holdings, Inc
12/2/2026
Banking, Finance, Insurance & Real Estate
11.38
%
SOFR+640
11,359
11,207
11,472
Skopima Consilio Parent, LLC
5/17/2028
Business Services
9.46
%
SOFR+461
1,290
1,269
1,289
Smartronix, LLC
11/23/2028
Aerospace and Defense
10.35
%
SOFR+610
25,078
24,798
25,073
Solutionreach, Inc.
7/17/2025
Communications
12.40
%
SOFR+715
9,239
9,216
9,239
SpendMend Holdings, LLC
3/1/2028
Business Services
10.26
%
SOFR+565
9,510
9,302
9,510
Summit Behavioral Healthcare, LLC
11/24/2028
Healthcare, Education and Childcare
9.31
%
SOFR+425
3,554
3,398
3,305
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC)
8/16/2027
Aerospace and Defense
10.26
%
SOFR+500
15,803
15,600
15,772
TCG 3.0 Jogger Acquisitionco, Inc.
1/23/2029
Media
11.10
%
SOFR+650
9,950
9,800
9,851
TPC US Parent, LLC
11/24/2025
Food
10.98
%
SOFR+565
11,392
11,330
11,392
TWS Acquisition Corporation
6/6/2025
Education
11.33
%
SOFR+640
1,568
1,567
1,568
Team Services Group, LLC
11/24/2028
Healthcare, Education and Childcare
9.95
%
SOFR+510
9,661
9,462
9,537
Teneo Holdings LLC
3/13/2031
Business Services
9.60
%
SOFR+475
2,985
2,955
2,994
The Bluebird Group LLC
7/27/2026
Business Services
11.25
%
SOFR+665
14,445
14,404
14,445
The Vertex Companies, LLC
8/31/2027
Business Services
10.99
%
SOFR+610
7,611
7,536
7,611
Transgo, LLC
12/29/2028
Auto Sector
10.60
%
SOFR+575
14,479
14,282
14,479
Tyto Athene, LLC
4/3/2028
Aerospace and Defense
10.23
%
SOFR+490
11,393
11,306
11,165
Urology Management Holdings, Inc.
6/15/2026
Healthcare, Education and Childcare
11.46
%
SOFR+550
10,928
10,836
10,819
Watchtower Buyer, LLC
12/1/2029
Consumer Products
10.60
%
SOFR+600
13,942
13,769
13,803
Wildcat Buyerco, Inc.
2/27/2027
Electronics
10.60
%
SOFR+575
19,256
19,126
19,256
Zips Car Wash, LLC
12/31/2024
Business Services
12.46% (PIK 1.5%)
SOFR+740
19,687
19,648
18,801
Total First Lien Secured Debt
1,033,954
1,028,874
Equity Security - 2.1% of Net Assets
Dynata, LLC - Common Equity
—
Business Services
—
—
134
2,351
2,351
Total Investments - 918.5% of Net Assets (3)(4)
1,036,305
1,031,225
Cash and Cash Equivalents - 32.6% o f Net Assets
BlackRock Federal FD Institutional 30 (Money Market Fund)
36,595
36,595
Total Cash and Cash Equivalents
36,595
36,595
Total Investments and Cash Equivalents - 951.1% of Net Assets
$
1,072,900
$
1,067,820
Liabilities in Excess of Other Assets — (851.1)% of Net Assets
(955,549
)
Members' Equity—100.0%
$
112,271
(1)
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable Secured Overnight Financing Rate, or "SOFR" or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. SOFR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day SOFR rate (1M S, 2M S, 3M S, or 6M S, respectively), at the borrower’s option. All securities are subject to a SOFR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
(2)
Valued based on PSLF’s accounting policy.
(3)
As of September 30, 2024, all investments are in US Companies. Total cost, fair value, and percentage of Net Assets for U.S. Companies were $1,036.3 million, $1,031.2 million and 918.5%
(4)
All of our investments are not registered under the 1933 Act and have restrictions on resale.
(5)
The securities are, 1) pledged as collateral under the BNP Credit Facility and held through Funding I; or, 2) securing the 2034 Asset-Backed Debt and held through PennantPark CLO IV, LLC; or, 3) securing the 2035 Asset-Backed Debt held through PennantPark CLO VII, LLC
43
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
1
Below is the consolidated statements of assets and liabilities for PSLF ($ in thousands):
September 30, 2025
September 30, 2024
Assets
Investments at fair value (amortized cost—$1,289,319 and $1,036,305, respectively)
$
1,265,901
$
1,031,225
Cash and cash equivalents (cost—$40,985 and $36,595, respectively)
40,985
36,595
Interest receivable
5,271
5,089
Receivable for investments sold
1,055
—
Prepaid expenses and other assets
2,148
372
Due from affiliate
87
71
Total assets
1,315,447
1,073,352
Liabilities
2037 Asset-backed debt, net (par—$328,000 and $0, respectively and unamortized deferred financing cost of $1,887 and $0, respectively)
326,113
—
2034 Asset-backed debt, net (par—$246,000, unamortized deferred financing cost of $940 and $1,328, respectively)
245,060
244,672
2035 Asset-backed debt, net (par—$246,000, unamortized deferred financing cost of $1,434 and $1,882, respectively)
244,566
244,118
Credit facility payable
99,600
247,600
Subordinated notes payable to members
250,808
191,546
Payable for investments purchased
—
7,314
Interest payable on credit facility and asset backed debt
13,730
12,525
Distribution payable to members
8,000
8,000
Interest payable on subordinated notes to members
5,305
4,372
Accounts payable and accrued expenses
1,189
934
Due to affiliate
50
—
Total liabilities
1,194,421
961,081
Members' equity
121,026
112,271
Total liabilities and members' equity
$
1,315,447
$
1,073,352
*For the years ended of September 30, 2025 and 2024, PSLF had zero of unfunded commitments to fund investments.
Below are the consolidated statements of operations for PSLF ($ in thousands):
Year Ended September 30,
2025
2024
Investment income:
Interest
$
138,501
$
114,231
Other income
1,875
1,023
Total investment income
140,376
115,254
Expenses:
Interest expense on credit facility and asset-backed debt
67,975
54,405
Interest expense on subordinated notes to members
30,436
24,861
Administration services expense
3,457
2,423
General and administrative expenses
1,494
1,360
Expenses before debt issuance costs
103,362
83,049
Debt issuance costs
250
—
Total expenses
103,612
83,049
Net investment income
36,764
32,205
Realized and unrealized gain (loss) on investments and debt:
Net realized gain (loss) on investments
(9,215
)
(2,838
)
Net realized gain (loss) on debt extinguishment
(187
)
—
Net change in unrealized appreciation (depreciation) on investments
(18,344
)
1,462
Net realized and unrealized gain (loss) on investments
(27,746
)
(1,376
)
Net increase (decrease) in members' equity resulting from operations
$
9,018
$
30,829
* No management or incentive fees are payable by PSLF
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
44
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.
Level 3: Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments, our Truist Credit Facility and our SBA debentures are classified as Level 3. Our 2026 Notes and 2026 Notes-2 are classified as Level 2, as they are financial instruments with readily observable market inputs. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information, disorderly transactions or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence were available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable orderly market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.
Our investments are generally structured as debt and equity investments in the form of first lien secured debt, second lien secured debt, subordinated debt and equity investments. The transaction price, excluding transaction costs, is typically the best estimate of fair value at inception. Ongoing reviews by our Investment Adviser and independent valuation firms are based on an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information including comparable transactions, performance multiples and yields, among other factors. These non-public investments valued using unobservable inputs are included in Level 3 of the fair value hierarchy.
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in our ability to observe valuation inputs may result in a reclassification for certain financial assets or liabilities.
In addition to using the above inputs to value cash equivalents, investments, our SBA debentures, our 2026 Notes, our 2026-2 Notes and our Truist Credit Facility, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value. See Note 2.
As outlined in the table below, some of our Level 3 investments using a market approach valuation technique are valued using the average of the bids from brokers or dealers. The bids include a disclaimer, may not have corroborating evidence, may be the result of a disorderly transaction and may be the result of consensus pricing. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such bids do not reflect the fair value of an investment, it may independently value such investment by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available. In accordance with ASC 820, we do not categorize any investments for which fair value is measured using the net asset value per share within the fair value hierarchy.
The remainder of our investment portfolio and our long-term Truist Credit Facility are valued using a market comparable or an enterprise market value technique. With respect to investments for which there is no readily available market value, the factors that our board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the pricing indicated by the external event, excluding transaction costs, is used to corroborate the valuation. When using earnings multiples to value a portfolio company, the multiple used requires the use of judgment and estimates in determining how a market participant would price such an asset. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy. Generally, the sensitivity of unobservable inputs or combination of inputs such as industry comparable companies, market outlook, consistency, discount rates and reliability of earnings and prospects for growth, or lack thereof, affects the multiple used in pricing an investment. As a result, any change in any one of those factors may have a significant impact on the valuation of an investment. Generally, an increase in a market yield will result in a decrease in the valuation of a debt investment, while a decrease in a market yield will have the opposite effect. Generally, an increase in an earnings before interest, taxes, depreciation and amortization, or EBITDA, multiple will result in an increase in the valuation of an investment, while a decrease in an EBITDA multiple will have the opposite effect.
Our Level 3 valuation techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes ($ in thousands):
Asset Category ($ in thousands)
Fair value at September 30, 2025
Valuation Technique
Unobservable Input
Range of Input (Weighted Average) (1)
First lien
$
31,018
Market Comparable
Broker/Dealer bids or quotes
N/A
First lien
550,259
Market Comparable
Market yield
4.0% - 24.5% (10.1%)
First lien
1,096
Enterprise Market Value
EBITDA multiple
7.5x - 8.3x (8.1x)
Second lien
14,750
Market Comparable
Market yield
13.2% - 15.5% (14.3%)
Second lien
3,411
Market Comparable
Broker/Dealer bids or quotes
N/A
Subordinated debt / corporate notes
201,220
Market Comparable
Market yield
7.0% - 25.4% (13.2%)
Equity
286,210
Enterprise Market Value
EBITDA multiple
1.5x - 28.3x (9.4x)
Total Level 3 investments
$
1,087,964
Debt Category ($ in thousands)
Truist Credit Facility
$
425,477
Market Comparable
Market yield
4.9%
(1)
The weighted averages disclosed in the table above were weighted by their relative fair value.
45
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Asset Category ($ in thousands)
Fair value at September 30, 2024
Valuation Technique
Unobservable Input
Range of Input (Weighted Average) (1)
First lien
$
13,841
Market Comparable
Broker/Dealer bids or quotes
N/A
First lien
621,998
Market Comparable
Market yield
7.0% – 21.4% (10.2%)
First lien
32,087
Enterprise Market Value
EBITDA multiple
0.9x - 8.4x (8.4x)
Second lien
63,803
Market Comparable
Market yield
13.1% - 18.5% (13.9%)
Second lien
3,377
Market Comparable
Broker/Dealer bids or quotes
N/A
Subordinated debt / corporate notes
181,690
Market Comparable
Market yield
5.0% - 16.5% (14.1%)
Equity
235,573
Enterprise Market Value
EBITDA multiple
0.4x - 18.8x (9.4x)
Total Level 3 investments
$
1,152,369
Debt Category ($ in thousands)
Truist Credit Facility
$
460,361
Market Comparable
Market yield
5.4%
(1)
The weighted averages disclosed in the table above were weighted by their relative fair value.
Our investments, cash and cash equivalents, Credit Facility, 2026 Notes and 2026 Notes-2 were categorized as follows in the fair value hierarchy ($ in thousands):
Fair value at September 30, 2025
Description ($ in thousands)
Fair Value
Level 1
Level 2
Level 3
Measured at Net Asset Value (1)
Debt investments
$
801,754
$
—
$
—
$
801,754
$
—
U.S. Government Securities(3)
124,788
—
124,788
—
—
Equity investments
360,731
—
—
286,210
74,521
Total investments
1,287,273
—
124,788
1,087,964
74,521
Cash and cash equivalents
51,783
51,783
—
—
—
Total investments and cash and cash equivalents
$
1,339,056
$
51,783
$
124,788
$
1,087,964
$
74,521
Truist Credit Facility
$
425,477
$
—
$
—
$
425,477
$
—
2026 Notes(2)
149,473
—
149,473
—
—
2026 Notes-2(2)
163,933
—
163,933
—
—
Total debt
$
738,883
$
—
$
313,406
$
425,477
$
—
(1)
In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSLF and PTSF II is measured using the net asset value per share (or its equivalent) as a practical expedient for fair value in accordance with the specialized accounting guidance for investment companies, and thus has not been classified in the fair value hierarchy.
(2)
We elected not to apply ASC 825-10 to the 2026 Notes, and the 2026 Notes-2 and thus the balance reported in the Consolidated Statement of Assets and Liabilities represents the carrying value.
(3)
Our U.S. Treasury Bills are classified as Level 2, as they were valued by the pricing service who utilize broker-supplied prices.
Fair Value at September 30, 2024
Description ($ in thousands)
Fair Value
Level 1
Level 2
Level 3
Measured at Net Asset Value (1)
Debt investments
$
916,796
$
—
$
—
$
916,796
$
—
U.S. Government Securities(3)
99,632
—
99,632
—
—
Equity investments
311,622
—
—
235,573
76,049
Total investments
1,328,050
—
99,632
1,152,369
76,049
Cash and cash equivalents
49,861
49,861
—
—
—
Total investments and cash and cash equivalents
$
1,377,911
$
49,861
$
99,632
$
1,152,369
$
76,049
Truist Credit Facility
$
460,361
$
—
$
—
$
460,361
$
—
2026 Notes(2)
148,571
—
148,571
—
—
2026 Notes-2(2)
163,080
—
163,080
—
—
Total debt
$
772,012
$
—
$
311,651
$
460,361
$
—
(1)
In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, our equity investment in PSLF and PTSF II is measured using the net asset value per share (or its equivalent) as a practical expedient for fair value in accordance with the specialized accounting guidance for investment companies, and thus has not been classified in the fair value hierarchy.
(2)
We elected not to apply ASC 825-10 to the 2026 Notes, and the 2026 Notes-2 and thus the balance reported in the Consolidated Statement of Assets and Liabilities represents the carrying value.
(3)
Our U.S. Treasury Bills are classified as Level 2, as they were valued by the pricing service who utilize broker-supplied prices.
46
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
The tables below show a reconciliation of the beginning and ending balances for investments measured at fair value using significant unobservable inputs (Level 3) ($ in thousands):
Year Ended September 30, 2025
Description ($ in thousands)
Debt investments
Equity investments
Totals
Beginning balance
$
916,796
$
235,573
$
1,152,369
Net realized gain (loss)
(45,658
)
(6,800
)
(52,458
)
Net change in unrealized appreciation (depreciation)
9,159
46,520
55,679
Purchases, PIK interest, net discount accretion and non-cash exchanges
726,966
15,830
742,796
Sales, repayments and non-cash exchanges
(805,509
)
(4,913
)
(810,422
)
Transfers in/out of Level 3
—
—
—
Ending balance
$
801,754
$
286,210
$
1,087,964
Net change in unrealized appreciation reported within the net change in unrealized appreciation on investments in our consolidated statements of operations attributable to our Level 3 assets still held at the reporting date
$
(1,219
)
$
40,305
$
39,086
Year Ended September 30, 2024
Description ($ in thousands)
Debt investments
Equity investments
Totals
Beginning balance
$
764,275
$
163,053
$
927,328
Net realized gain (loss)
(23,028
)
(10,053
)
(33,081
)
Net change in unrealized appreciation (depreciation)
(5,374
)
35,990
30,616
Purchases, PIK interest, net discount accretion and non-cash exchanges
726,526
59,520
786,046
Sales, repayments and non-cash exchanges
(545,603
)
(12,937
)
(558,540
)
Transfers in/out of Level 3
—
—
—
Ending balance
$
916,796
$
235,573
$
1,152,369
Net change in unrealized appreciation reported within the net change in unrealized appreciation on investments in our consolidated statements of operations attributable to our Level 3 assets still held at the reporting date
$
(21,133
)
$
25,461
$
4,328
The table below shows a reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (Level 3) ($ in thousands):
Year Ended September 30,
Long-Term Credit Facility
2025
2024
Beginning balance (cost – $461,456 and $212,420, respectively)
$
460,361
$
206,940
Net change in unrealized appreciation (depreciation) included in earnings
116
4,385
Borrowings (1)
207,000
524,036
Repayments (1)
(242,000
)
(275,000
)
Transfers in and/or out of Level 3
—
—
Ending balance (cost – $426,456 and $461,456, respectively)
$
425,477
$
460,361
Temporary draws outstanding, at cost
—
—
Ending balance (cost – $426,456 and $461,456, respectively)
$
425,477
$
460,361
(1)
Excludes temporary draws.
As of September 30, 2025, we had outstanding non-U.S. dollar borrowings on our Truist Credit Facility. Net change in fair value on foreign currency translation on outstanding borrowings is listed below (£, CAD and $ in thousands):
Foreign Currency
Amount Borrowed
Borrowing Cost
Current Value
Reset Date
Unrealized appreciation/ (depreciation)
British Pound
£
36,000
$
49,420
$
48,465
December 31, 2025
$
955
Canadian dollar
CAD 2,800
$
2,036
$
2,012
October 29, 2025
$
24
As of September 30, 2024, we had outstanding non-U.S. dollar borrowings on our Truist Credit Facility. Net change in fair value on foreign currency translation on outstanding borrowings is listed below (£, CAD and $ in thousands):
Foreign Currency
Amount Borrowed
Borrowing Cost
Current Value
Reset Date
Unrealized appreciation/ (depreciation)
British Pound
£
36,000
$
49,420
$
48,289
December 28, 2024
$
1,131
Canadian dollar
CAD 2,800
$
2,036
$
2,073
October 23, 2024
$
(37
)
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to our Truist Credit Facility.
47
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
We elected to use the fair value option for the Truist Credit Facility to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we incurred expenses of $0.3 million, zero, and zero related to amendment costs on the Truist Credit Facility during the years ended September 30, 2025, 2024, and 2023, respectively. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Truist Credit Facility are reported in our Consolidated Statements of Operations. We did not elect to apply ASC 825-10 to any other financial assets or liabilities, including the 2024 Notes, the 2026 Notes, the 2026 Notes-2, and the SBA debentures.
For the year ended September 30, 2025, 2024, and 2023 the Credit Facility had a net change in unrealized appreciation (depreciation) of $(0.1) million, $(4.4) million and $(3.8) million, respectively. As of September 30, 2025, 2024, and 2023, the net unrealized appreciation (depreciation) on Truist Credit Facility totaled $(1.0) million, $(1.1) million, and $(5.5) million, respectively. We use an independent valuation service to measure the fair value of our Truist Credit Facility in a manner consistent with the valuation process that our board of directors uses to value our investments.
6. TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated portfolio company is a company in which we have ownership of 5% or more of its voting securities. A portfolio company is generally presumed to be a non-controlled affiliate when we own at least 5% but 25% or less of its voting securities and a controlled affiliate when we own more than 25% of its voting securities. Transactions related to our funded investments with both controlled and non-controlled affiliates for the year ended September 30, 2025 and 2024 were as follows ($ in thousands):
Name of Investment
Fair Value at September 30, 2024
Gross Additions(1)
Gross Reductions
Net Change in Appreciation / (Depreciation)
Fair Value at September 30, 2025
Interest Income
PIK Income
Dividend Income/Other
Net Realized Gains (Losses)
Controlled Affiliates
AKW Holdings Limited
$
60,798
$
270
$
(3,361
)
$
30,939
$
88,646
$
6,375
$
—
$
27
$
—
Flock Financial, LLC
48,839
823
—
(348
)
49,314
2,182
823
—
—
JF Intermediate, LLC (JF Holdings Corp.)
90,858
512
(49,625
)
26,587
68,332
4,282
—
—
—
Pragmatic Institute, LLC (3)
—
15,108
(108
)
(4,125
)
10,875
3
723
—
—
PennantPark Senior Loan Fund, LLC (2)
183,809
39,323
—
(15,332
)
207,800
17,207
—
20,471
—
Total Controlled Affiliates
$
384,304
$
56,036
$
(53,094
)
$
37,721
$
424,967
$
30,049
$
1,546
$
20,498
$
—
Non-Controlled Affiliates
Cascade Environmental Holdings, LLC
$
29,262
$
—
$
—
$
(24,371
)
$
4,891
$
—
$
—
$
—
$
—
Walker Edison Furniture Company LLC (4)
4,161
2,069
(22,243
)
16,013
—
—
—
—
(21,946
)
Total Non-Controlled Affiliates
$
33,423
$
2,069
$
(22,243
)
$
(8,358
)
$
4,891
$
—
$
—
$
—
$
(21,946
)
Total Controlled and Non-Controlled Affiliates
$
417,727
$
58,105
$
(75,337
)
$
29,363
$
429,858
$
30,049
$
1,546
$
20,498
$
(21,946
)
(1)
Includes PIK.
(2)
We and Pantheon are the members of PSLF, a joint venture formed as a Delaware limited liability company that is not consolidated by us for financial reporting purposes. The members of PSLF make investments in the PSLF in the form of subordinated debt and equity interests, and all portfolio and other material decision regarding PSLF must be submitted to PSFL’s board of directors or investment committee, both of which are comprised of two members appointed by each of us and Pantheon. Because management of PSLF is shared equally between us and Pantheon, we do not believe we control PSLF for purposes of the 1940 Act or otherwise.
(3)
Pragmatic Institute, LLC became a controlled affiliate during the quarter ended March 31, 2025.
(4)
Walker Edison Furniture Company, LLC equity investment was realized during the quarter ended September 30, 2025 and was no longer a controlled affiliate as of that date.
48
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Name of Investment
Fair Value at September 30, 2023
Gross Additions(1)
Gross Reductions
Net Change in Appreciation / (Depreciation)
Fair Value at September 30, 2024
Interest Income
PIK Income
Dividend Income
Net Realized Gains (Losses)
Controlled Affiliates
AKW Holdings Limited
$
51,660
$
2,687
$
—
$
6,451
$
60,798
$
3,820
$
2,687
$
—
$
—
Flock Financial, LLC (5)
32,300
20,816
(5,306
)
1,029
48,839
1,341
1,397
—
(5,305
)
JF Intermediate, LLC (JF Holdings Corp.) (2)
8,759
51,912
(375
)
30,562
90,858
5,536
—
—
—
Mailsouth Inc.
—
—
(28,899
)
28,899
—
—
—
—
(28,899
)
PennantPark Senior Loan Fund, LLC (3)
164,408
22,353
—
(2,952
)
183,809
15,041
—
21,605
—
RAM Energy LLC (4)
—
—
—
—
—
—
—
—
(795
)
Total Controlled Affiliates
$
257,127
$
97,768
$
(34,580
)
$
63,989
$
384,304
$
25,738
$
4,084
$
21,605
$
(34,999
)
Non-Controlled Affiliates
Cascade Environmental Holdings, LLC
$
32,105
$
—
$
—
$
(2,843
)
$
29,262
$
—
$
—
$
—
$
—
Walker Edison Furniture Company LLC
13,907
3,012
—
(12,758
)
4,161
—
347
—
—
Total Non-Controlled Affiliates
$
46,012
$
3,012
$
—
$
(15,601
)
$
33,423
$
—
$
347
$
—
$
—
Total Controlled and Non-Controlled Affiliates
$
303,139
$
100,780
$
(34,580
)
$
48,388
$
417,727
$
25,738
$
4,431
$
21,605
$
(34,999
)
(1)
Includes PIK.
(2)
JF Intermediate, LLC became a controlled affiliate during the quarter ended December 31, 2023
(3)
We and Pantheon are the members of PSLF, a joint venture formed as a Delaware limited liability company that is not consolidated by us for financial reporting purposes. The members of PSLF make investments in the PSLF in the form of subordinated debt and equity interests, and all portfolio and other material decision regarding PSLF must be submitted to PSFL’s board of directors or investment committee, both of which are comprised of two members appointed by each of us and Pantheon. Because management of PSLF is shared equally between us and Pantheon, we do not believe we control PSLF for purposes of the 1940 Act or otherwise.
(4)
RAM Energy LLC was fully realized in January 2023, during the quarter ended June 30, 2024 there was realized loss due to reduction of the escrow receivable.
(5)
Flock Financial, LLC became a controlled affiliate during the quarter ended June 30, 2024.
7. CHANGE IN NET ASSETS FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of basic and diluted per share net increase in net assets resulting from operations ($ in thousands, except per share data):
Years Ended September 30,
2025
2024
2023
Numerator for net increase (decrease) in net assets resulting from operations
$
32,726
$
48,851
$
(33,807
)
Denominator for basic and diluted weighted average shares
65,296,094
65,246,011
65,224,500
Basic and diluted net increase (decrease) in net assets per share resulting from operations
$
0.50
$
0.75
$
(0.52
)
8. TAXES AND DISTRIBUTIONS
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal tax regulations, which may materially differ from amounts determined in accordance with GAAP. These book-to-tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are reclassified to undistributed net investment income, accumulated net realized gain or paid-in-capital, as appropriate. Distributions from net realized capital gains, if any, are normally declared and paid annually, but the Company may make distributions on a more frequent basis to comply with the distribution requirements for RICs under the Code.
As of September 30, 2025 and 2024, the cost of investments for federal income tax purposes approximates the amortized cost reported in the Consolidated Schedule of Investments.
The following amounts were reclassified for tax purposes ($ in thousands):
Years Ended September 30,
2025
2024
2023
Increase (Decrease) in paid-in capital
$
(3,462
)
$
(2,800
)
$
(1,703
)
Increase (Decrease) in accumulated net realized gain
68
(11,993
)
(1,494
)
Increase in undistributed net investment income
3,394
14,793
3,197
49
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
The following reconciles net (decrease) increase in net assets resulting from operations to taxable income ($ in thousands):
Years Ended September 30,
2025
2024
2023
Net increase (decrease) in net assets resulting from operations
$
32,725
$
48,852
$
(33,807
)
Net realized (gain) loss on investments
52,434
33,646
156,757
Net change in unrealized (appreciation) depreciation on investments and debt
(39,108
)
(22,428
)
(57,417
)
Other book-to-tax differences
(1,551
)
9,268
(6,006
)
Other non-deductible expenses
3,372
3,245
5,766
Taxable income before dividends paid deduction
$
47,872
$
72,583
$
65,293
The components of undistributed taxable income on a tax basis and reconciliation to accumulated deficit on a book basis are as follows:
Years Ended September 30,
2025
2024
2023
Undistributed net investment income – tax basis
$
45,948
$
65,962
$
62,710
Short-term realized loss carried forward
(6,164
)
(3,397
)
(1,699
)
Long-term realized loss carried forward
(336,619
)
(287,545
)
(379,074
)
Distributions payable and other book to tax differences
(31,184
)
(37,435
)
83,860
Net unrealized appreciation (depreciation) on investments and debt
51,398
12,290
(10,141
)
Total accumulated deficit – book basis
$
(276,621
)
$
(250,125
)
$
(244,344
)
The tax characteristics of distributions declared are as follows:
Years Ended September 30,
2025
2024
2023
Ordinary income (including short-term gains, if any)
$
62,684
$
57,420
$
49,571
Long-term capital gain
—
—
—
Total distributions
$
62,684
$
57,420
$
49,571
Total distributions declared per share
$
0.96
$
0.88
$
0.76
9. CASH AND CASH EQUIVALENTS
Cash equivalents represent cash in money market funds pending investment in longer-term portfolio holdings. Our portfolio may consist of temporary investments in U.S. Treasury Bills (of varying maturities), repurchase agreements, money market funds or repurchase agreement-like treasury securities. These temporary investments with original maturities of 90 days or less are deemed cash equivalents and are included in the Consolidated Schedule of Investments. At the end of each fiscal quarter, we may take proactive steps to preserve investment flexibility for the next quarter by investing in cash equivalents, which is dependent upon the composition of our total assets at quarter-end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills and closing out positions on a net cash basis after quarter-end, temporarily drawing down on the Truist Credit Facility, or utilizing repurchase agreements or other balance sheet transactions as are deemed appropriate for this purpose. These amounts are excluded from average adjusted gross assets for purposes of computing the Investment Adviser’s management fee. U.S. Treasury Bills with maturities greater than 60 days from the time of purchase are valued consistent with our valuation policy. As of September 30, 2025 and 2024, cash and cash equivalents consisted of money market funds, and non-money market in the amounts of $30.7 million and $21.1 million and $38.8 million and $11.1 million at fair value, respectively.
50
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
10. FINANCIAL HIGHLIGHTS
Below are the financial highlights for each of the years ended September 30, ($in thousands, except per share data):
2025
2024
2023
2022
2021
Per Share Data:
Net asset value, beginning of year
$
7.56
$
7.70
$
8.98
$
9.85
$
7.84
Net investment income (1)
0.71
0.92
1.00
0.66
0.54
Net realized and unrealized (loss) gain (1)
(0.21
)
(0.17
)
(1.52
)
(1.03
)
1.94
Net (decrease) increase in net assets resulting from operations (1)
0.50
0.75
(0.52
)
(0.37
)
2.48
Distributions to stockholders (1), (2)
Distribution of net investment income
(0.96
)
(0.88
)
(0.76
)
(0.56
)
(0.48
)
Distribution of realized gains
—
—
—
—
—
Total distributions to stockholders
(0.96
)
(0.88
)
(0.76
)
(0.56
)
(0.48
)
(Dilutive) effect of common stock issuance
—
(0.01
)
—
—
—
Repurchase of common stock (1)
—
—
—
0.06
—
Net asset value, end of year (6)
$
7.11
$
7.56
$
7.70
$
8.98
$
9.85
Per share market value, end of year
$
6.71
$
6.99
$
6.58
$
5.46
$
6.49
Total return (3)
10.21
%
20.54
%
13.64
%
(8.42
)%
120.98
%
Shares outstanding at end of year
65,296,094
65,296,094
65,224,500
65,224,500
67,045,105
Ratios / Supplemental Data:
Ratio of operating expenses to average net assets (4), (6)
7.13
%
7.73
%
7.75
%
4.17
%
3.74
%
Ratio of interest and expenses on debt to average net assets (5)
8.56
%
9.06
%
7.55
%
5.19
%
3.73
%
Ratio of total expenses to average net assets (5), (6)
15.69
%
16.78
%
15.30
%
9.36
%
7.47
%
Ratio of net investment income to average net assets (5)
9.47
%
12.04
%
12.56
%
6.74
%
6.04
%
Net assets at end of year
$
463,950
$
493,908
$
502,187
$
585,565
$
660,144
Weighted average debt outstanding (7)
$
686,808
$
693,573
$
656,776
$
695,267
$
649,666
Weighted average debt per share (1), (7)
$
10.52
$
10.63
$
10.07
$
10.49
$
9.69
Asset coverage per unit (8)
$
1,627
$
1,637
$
1,952
$
1,855
$
2,208
Average market value per unit (9)
$
—
$
—
$
—
$
—
$
25.13
Portfolio turnover ratio
65.30
%
43.99
%
32.58
%
70.41
%
37.74
%
* The expense and investment income ratios do not reflect the Company's proportionate share of income and expenses of PSLF and PTSF II.
(1)
Based on the weighted average shares outstanding for the respective periods.
(2)
The tax status of distributions is calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP, and reported on Form 1099-DIV each calendar year.
(3)
Based on the change in market price per share during the period and assumes distributions, if any, are reinvested.
(4)
Excludes debt related costs.
(5)
Includes interest and expenses on debt (annualized) as well as Truist Credit Facility amendment and debt issuance costs, if any (not annualized).
(6)
Does not foot due to rounding, as applicable
(7)
Includes SBA debentures outstanding
(8)
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by the senior securities representing indebtedness at par (changed from fair value). This asset coverage ratio is multiplied by $1,000 to determine the asset coverage per unit. These amounts exclude SBA debentures from our asset coverage per unit computation pursuant to exemptive relief received from the SEC in June 2011.
(9)
The average market value per unit is derived based on the daily closing price of the 2024 Notes trading on The Nasdaq Global Select Market under the symbol “PNNTG,” which were issued in increments of $25 per unit and commenced trading on September 30, 2019. The 2024 Notes were redeemed in full on November 13, 2021 and no amounts were outstanding as of September 30, 2025, or 2024.
11. DEBT
The annualized weighted average cost of debt for the years ended September 30, 2025, 2024, and 2023, inclusive of the fee on the undrawn commitment and amendment costs on the Truist Credit Facility and amortized upfront fees on the 2026 Notes and 2026 Notes-2, was 6.1%, 6.5%, and 6.0%, respectively. As of September 30, 2025, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with the 150% asset coverage ratio requirement after such borrowing, excluding SBA debentures, pursuant to exemptive relief from the SEC received in June 2011.
On February 5, 2019, our stockholders approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the Small Business Credit Availability Act, or SBCAA) as approved by our board of directors on November 13, 2018. As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), subject to compliance with certain disclosure requirements. As of September 30, 2025 and 2024, our asset coverage ratio, as computed in accordance with the 1940 Act, was 163% and 164%, respectively.
51
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Truist Credit Facility
As of September 30, 2025, we had the multi-currency Truist Credit Facility for up to $500 million (increased from $475 million in February 2025), which may be further increased up to $750.0 million in borrowings with certain lenders and Truist Bank (formerly SunTrust Bank), acting as administrative agent, Regions Bank, acting as an additional multicurrency lender, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of September 30, 2025 and 2024, we had $426.5 million and $461.5 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 6.5% and 7.2%, respectively, exclusive of the fee on undrawn commitment, as of September 30, 2025 and 2024. The Truist Credit Facility is a revolving facility with a stated maturity date of July 29, 2027 and pricing set at 235 basis points over SOFR. As of September 30, 2025 and 2024, we had $73.5 million and $13.5 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets. As of September 30, 2025, we were in compliance with the terms of the Truist Credit Facility.
SBA Debentures
SBIC II was historically able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid-in and is subject to customary regulatory requirements including an examination by the SBA. We previously funded SBIC II with $75.0 million of equity capital and it had SBA debentures outstanding of zero as of September 30, 2025 and 2024. SBA debentures are non-recourse to us and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. Under current SBA regulations, a SBIC may individually borrow to a maximum of $175.0 million, which is up to twice its potential regulatory capital, and as part of a group of SBICs under common control may borrow a maximum of $350 million in the aggregate.
2026 Notes
In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The effective interest rate is 4.58%. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
2026 Notes-2
In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.4%. Interest on the 2026 Notes-2 is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The effective interest rate is 4.14%. The 2026 Notes-2 mature on November 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.
12. COMMITMENTS AND CONTINGENCIES
From time to time, we, the Investment Adviser or the Administrator may be a party to legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Unfunded debt and equity investments, if any, are disclosed in the Consolidated Schedules of Investments. Under these arrangements, we may be required to supply a letter of credit to a third party if the portfolio company were to request a letter of credit. As of September 30, 2025 and 2024, we had $344.6 million and $373.9 million, respectively, in commitments to fund investments. Additionally, the Company had unfunded commitments of up to $13.2 million and $52.5 million to PSLF as of September 30, 2025 and 2024, respectively, that may be contributed primarily for the purpose of funding new investments approved by PSLF board of directors or investment committee.
13. UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES
We must determine which, if any, of our unconsolidated controlled portfolio companies is a "significant subsidiary" within the meaning of Regulation S-X. We have determined that, as of September 30, 2025, PennantPark Senior Loan Fund, LLC, JF Intermediate, LLC, and AKW Holdings Limited triggered at least one of the significance tests. In accordance with Rule 3-09, separate audited financial statements of JF Intermediate, LLC, and AKW Holdings Limited for the years ended September 30, 2025, 2024, and 2023 will be filed via Form 10-K/A at a later date. Similar, in accordance with Rule 3-09 of Regulation S-X, separate audited financial statements of PennantPark Senior Loan Fund, LLC for the years ended September 30, 2025, 2024, and 2023 are being filed herein as Exhibit 99.3 and Exhibit 99.4.
In December 2023, JF Intermediate LLC became controlled affiliate. Below is certain selected key financial data from JF Intermediate, LLC Balance Sheet at September 30, 2025 and 2024, and the twelve months ended September 30, 2025, 2024 and 2023 Income Statement for the periods in which our investment in JF Intermediate, LLC exceeded the threshold in at least one of the tests under Rule 3-09 of Regulation S-X (amounts in thousands).
JF Intermediate, LLC:
Balance Sheet
September 30, 2025
September 30, 2024
Current assets
$
303,498
$
278,646
Noncurrent assets
121,000
120,808
Current liabilities
192,665
181,517
Noncurrent liabilities
280,683
246,278
52
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2025
Year Ended September 30,
Income Statement
2025
2024
2023
Total revenue
$
916,105
$
813,923
$
570,348
Total expenses
936,468
836,196
584,776
Net loss
$
(20,363
)
$
(22,273
)
$
(14,428
)
In March 2018, AKW Holdings Limited became controlled affiliate. Below is certain selected key financial data from AKW Holdings Limited Balance Sheet at September 30, 2025 and 2024, and the twelve months ended September 30, 2025, 2024 and 2023 Income Statement for the periods in which our investment in AKW Holdings Limited exceeded the threshold in at least one of the tests under Rule 3-09 of Regulation S-X (amounts in thousands).
AKW Holdings Limited:
Balance Sheet
September 30, 2025
September 30, 2024
Current assets
$
38,987
$
41,980
Noncurrent assets
9,620
10,016
Current liabilities
16,042
15,464
Noncurrent liabilities
53,902
56,665
Years Ended September 30,
Income Statement
2025
2024
2023
Total revenue
$
93,718
$
86,518
$
79,006
Total expenses
93,754
90,016
82,325
Net loss
$
(36
)
$
(3,498
)
$
(3,319
)
14. SEGMENT REPORTING
The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation
through debt and equity investments. The CODM is comprised of the Company's Chief Executive Officer and Chief Financial Officer. The CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primary bases on the Company's net increase (decrease) in net assets resulting from operations ("Net Income") and net investment income ("NII"). The CODM utilizes Net Income and NII as the key metrics in determining the amount of dividends to be distributed to the Company's stockholders. As the Company's operations comprise of single reporting segment, the segment assets are reflected on the accompanying consolidated statements of assets and liabilities as 'total assets" and significant segment expenses are listed on accompanying consolidated statements of operations.
53
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report:
(1)
Financial Statements—Refer to Item 8 starting on page 3.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
56
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on January 23, 2026.
By:
/s/ ARTHUR H. PENN
Name:
Arthur H. Penn
Title:
Chief Executive Officer and Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ ARTHUR H. PENN
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
January 23, 2026
Arthur H. Penn
/s/ RICHARD T. ALLORTO, JR.
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)